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250602.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 2, 2025, Vol. 29, No. 152 Headlines 11 LOUEMMA LANE: Seeks Chapter 11 Bankruptcy in New Jersey 123DENTIST INC: Blackstone Marks $2.1-Mil. 1L Loan at 30% Off 22ND CENTURY: Anson Funds Holds 7.4% Stake as of March 31 23ANDME HOLDING: Ex-CEO's Late Bid Still on the Table 25350 PLEASANT: Rental Income & New Value Contribution to Fund Plan ACCELERATE DIAGNOSTICS: Armistice Capital Holds 7.45% Stake ACCELERATE DIAGNOSTICS: Delays Q1 10-Q Filing Amid Bankruptcy ACI GROUP: Blackstone Marks $2.1 Million 1L Loan at 33% Off AEMETIS INC: 2 Directors Elected to Board; RSM Appointment Ratified AMERICAN RESOURCES: 2024 Net Loss Hits $40.2M vs $38.7M in 2023 AMN HEALTHCARE: Moody's Cuts CFR to 'Ba3' & Alters Outlook to Neg. APPLIED DNA: Anson Funds Holds 5.4% Stake as of March 31 AQUA METALS: Inks $10M Equity Purchase Deal With Lincoln Park AQUA METALS: Waltham Unit to Sell McCarran Site for $4.3M ARCADIA BIOSCIENCES: Above Food Misses $2M Note Payment Due May 14 ARENA GROUP: Buys TravelHost for $1M in Deal With Simplify ASURION LLC: Moody's Affirms 'B1' CFR, Outlook Remains Stable ATARA BIOTHERAPEUTICS: Adiumentum Capital Holds 19.99% Equity Stake ATI INC: Egan-Jones Retains B+ Senior Unsecured Ratings AUSTEX AGGREGATES: Hires Barron & Newburger P.C. as Counsel AZUL S.A.: In Chapter 11 After Reaching Deal With Key Parties AZUL S.A.: NYSE to Initiate Delisting Process Against Co. AZUL S.A.: Senior Lenders Agree to Equitize Claims BAFFINLAND IRON: Moody's Appends 'LD' Designation to 'Caa3-PD' PDR BEELINE HOLDINGS: Appoints Frank Knuettel II to Board of Directors BEELINE HOLDINGS: Borrows $250K via Promissory Note Due July 13 BEELINE HOLDINGS: Extends Maturity of $538K Senior Notes to Aug. 14 BENSON HILL: Committee Taps Glassratner as Financial Advisor BEYOND AIR: Balyasny Asset Holds 9.99% Equity Stake BLUM HOLDINGS: Amends $2M LOI to Buy NorCal Cannabis Retailer BLUM HOLDINGS: Signs $562K Stock Deal for Cookies Affiliate BOUNDLESS BROADBAND: Case Summary & 30 Top Unsecured Creditors BOYD GAMING: Egan-Jones Retains BB- Senior Unsecured Ratings BP PURCHASER: Blackstone Marks $7.5 Million 1L Loan at 15% Off BPPH2 LIMITED: Blackstone Marks $3.2 Million 1L Loan at 29% Off BRAND INDUSTRIAL: S&P Alters Outlook to Negative, Affirms 'B-' ICR BRIGHTLINE EAST: S&P Lowers 144A Notes Rating to 'CCC+' BRIGHTLINE TRAINS: S&P Lowers Unenhanced Bonds Rating to 'BB+' BROOKDALE SENIOR: Camber Capital Holds 2.7% Stake as of March 31 C.I.I. INC: Hires Campbell Jones Cohen as Accountant CANADIAN HOSPITAL: Blackstone Marks CAD$2.2-Mil. Loan at 32% Off CANADIAN HOSPITAL: Blackstone Marks CAD$29.2M 1L Loan at 32% Off CARDINAL OVERLOOK: Gets Extension to Access Cash Collateral CARETRUST REIT: Moody's Alters Outlook on 'Ba1' CFR to Positive CARPENTER TECHNOLOGY: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ CASCADES INC: Moody's Rates New Senior Unsecured Notes 'Ba3' CASTLE INTERMEDIATE V: S&P Raises ICR to 'CCC+', Outlook Negative CEMTREX INC: Four Directors Elected at Annual Meeting CENTRAL GARDEN: Egan-Jones Retains BB Senior Unsecured Ratings CHAMPLAIN COLLEGE: S&P Lowers Revenue Bond Rating to 'BB+' CHANDON LTD: Hires Ellett Law Offices PC as Counsel CHARTER COMMUNICATIONS: Egan-Jones Retains BB Sr. Unsec. Ratings CINEMARK HOLDINGS: Board Declares $0.08 Dividend; Payable June 12 CINEMARK HOLDINGS: Egan-Jones Retains CCC+ Sr. Unsecured Ratings CINNAMINSON MECHANICAL: Unsecureds to Split $20K in Plan CIVITAS RESOURCES: Moody's Rates New Unsec. Notes Due 2032 'B1' CIVITAS RESOURCES: S&P Rates New $500MM Sr. Unsecured Notes 'BB-' CLOUTER CREEK: Amends Unsecured Claims Details CNX RESOURCES: Egan-Jones Retains BB- Senior Unsecured Ratings CONSOLIDATED APPAREL: Gets Interim OK to Use Cash Collateral COOPER-STANDARD: Four Proposals Passed at Annual Meeting CORELOGIC INC: Moody's Affirms 'B3' CFR, Outlook Stable CYTTA CORP: Delays Q1 10-Q Filing for Review Completion DARK RHIINO: Seeks to Hire Premier Tax CPAS as Accountant DCA OUTDOOR: Seeks to Hire Ordinary Course Professionals DEEJAYZOO LLC: Seeks Chapter 11 Bankruptcy in New York DONALD WYATT: Seeks Subchapter V Bankruptcy in Texas E.W. SCRIPPS: Registers 15M More Shares Under 2023 Incentive Plan EMB PURCHASER: Blackstone Marks $360,000 1L Loan at 33% Off ENTEGRIS INC: Egan-Jones Retains BB+ Senior Unsecured Ratings ETC SUNOCO: Egan-Jones Retains BB Senior Unsecured Ratings EUSHI FINANCE: Fitch Affirms 'BB+' Rating on Jr. Subordinated Debt EVOKE PHARMA: Laurence W. Lytton Holds 3.9% Stake as of March 31 EXACTECH INC: Could Wrap Up Bankruptcy Without TPG Deal EXTON OPERATING: Court Extends Cash Collateral Access to July 7 FACILITIES MANAGEMENT: Gets Extension to Access Cash Collateral FINANCE OF AMERICA: Restates 2024 Financials Over Cash Flow Errors FIRST AMERICAN: Egan-Jones Hikes Senior Unsecured Ratings to BB+ FIRST EAGLE: Moody's Lowers CFR to Ba3 & Alters Outlook to Stable FLAME NEWCO: S&P Places 'B-' ICR on CreditWatch Positive FMB ENERGY: Case Summary & 20 Largest Unsecured Creditors FOCUS FINANCIAL: $490MM Loan Add-on No Impact on Moody's 'B2' CFR FRED RAU: Case Summary & 20 Largest Unsecured Creditors GEORGE WESTON: Egan-Jones Retains BB+ Senior Unsecured Ratings GLOBAL PARTNERS: Moody's Ups CFR to Ba3 & Alters Outlook to Stable GLOBAL PREMIER: Hires Wilshire Pacific as Financial Advisor GLOBAL TECHNOLOGIES: Q3 Revenue Jumps 473% to $2.6 Million GOAK PROPERTIES: Hires Jones & Walden LLC as Counsel GOODYEAR TIRE: Moody's Affirms 'B1' CFR & Alters Outlook to Stable GOODYEAR TIRE: S&P Rates $500MM Senior Unsecured Notes 'B+' GPD COMPANIES: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable GREAT EDUCATION: Hires Burke Warren MacKay as Attorney HARRCO TRANSPORTATION: Seeks to Hire Lorium Law as Counsel HAWAIIAN AIRLINES: Egan-Jones Retains CCC- Sr. Unsecured Ratings HAWAIIAN ELECTRIC: Moody's Upgrades CFR to 'Ba3', Outlook Positive HB CAPITAL: Seeks Chapter 11 Bankruptcy in New York HEADWAY WORKFORCE: Hires Bernstein-Burkley PC as Counsel HEADWAY WORKFORCE: Hires Hendren Redwine & Malone as Co-Counsel HEALTH DRIP: Hires Stearns Weaver Miller Weissler as Counsel HIGH SOURCES: Case Summary & 20 Largest Unsecured Creditors HILLENBRAND INC: Egan-Jones Retains BB+ Senior Unsecured Ratings IMAX CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB INIZIO GROUP: S&P Downgrades ICR to 'B-', Outlook Stable INKED PLAYMATS: Court Extends Cash Collateral Access to July 15 INRI LANDSCAPE: Unsecureds to Get $2,500 per Month for 60 Months INSPIREMD INC: Nantahala Capital Holds 9.99% Stake as of March 31 INTERNATIONAL LAND: Delays 10-Q to Complete Financial Review J MCCLOUD REALTY: Unsecureds to Get 100 Cents on Dollar in Plan JBSB DESTINY: Seeks to Hire Lane Law Firm PLLC as Counsel KPSKY ACQUISITION: Blackstone Marks $19.9M 1L Loan at 14% Off KPSKY ACQUISITION: Blackstone Marks $2.2 Million 1L Loan at 14% Off KRONOS ACQUISITION: Moody's Alters Outlook on 'B3' CFR to Negative KRUGER PACKAGING: DBRS Confirms BB(high) Issuer Rating LA TANA: Hires Darby Law Practice Ltd. as Legal Counsel LAKE COUNTY: Case Summary & 20 Largest Unsecured Creditors LANDMARK HOLDINGS: Committee Hires Greenberg Traurig as Counsel LI-CYCLE HOLDINGS: Glencore Entities Hold 65.9% Stake as of May 14 LOCALS ONLY: Hires Lookout Bookkeeping Services as Bookkeeper LOCALS ONLY: Hires Talley Mullins & Co. P.C. as Counsel LODGING ENTERPRISES: Hires Allen Gibbs & Houlik as Accountant MARRS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors MAVERICK ACQUISITION: Blackstone Marks $18.4 Million 1L Loan at 45% MBIA INC: Registers 3M More Shares Under Omnibus Incentive Plan METHANEX CORP: Egan-Jones Retains BB Senior Unsecured Ratings MGM RESORTS: Egan-Jones Retains B Senior Unsecured Ratings MOBIVITY HOLDINGS: Delays Q1 10-Q Filing Due to Audit Review MOM CA INVESTO: Hires Hilco Real Estate as Real Estate Broker NEW WORLD: Seeks Chapter 11 Bankruptcy in Texas NFI GROUP: Moody's Assigns B1 Corp. Family Rating, Outlook Stable NORTH HOUSTON: Case Summary & 20 Largest Unsecured Creditors OIL STATES: Egan-Jones Retains B- Senior Unsecured Ratings OMRAADHI LLC: Seeks to Sell Hotel Property in an Auction ONDAS HOLDINGS: Fails to Meet Nasdaq's Minimum Bid Price Rule OPTINOSE INC: Paratek Merger Deal Gains 78% Stockholder Approval OWENS-ILLINOIS GROUP: Egan-Jones Retains B+ Sr. Unsecured Ratings PARKLAND CORP: DBRS Places BB Issuer Rating Under Review PARTY CITY: Seeks to Hire TPS-West LLC as Accountant PDT INC: Amends Can Capital Unsecured Claim Pay Details PEGAGUS BUILDERS: Case Summary & 15 Unsecured Creditors PENN ENTERTAINMENT: Egan-Jones Retains B- Senior Unsecured Ratings PIVOT OPERATIONS: Hires Johnson May as Bankruptcy Counsel PMHB LLC: Seeks to Hire Garrett PLLC as Special Counsel POET TECHNOLOGIES: Ghazi Chaoui Named SVP of Global Manufacturing POLAR POWER: Q1 Net Loss Narrows 41% to $1.2M; Gross Profit Up 180% POST HOLDINGS: Egan-Jones Retains B Senior Unsecured Ratings PRIMERO SPINE: Gets Extension to Access Cash Collateral PROFESSIONAL DIVERSITY: Armistice Capital Holds 4.99% Equity Stake PROJECT PIZZA LLC: Gets Interim OK to Use Cash Collateral PROSPECT MEDICAL: Fox Rothschild Updates List of Creditors QHSLAB INC: Debt Restructuring Talks Underway to Improve Finances QVC GROUP: CLO Steps Down Amid Transition of Services R&R TRAILERS: Unsecureds to Split $60K in Consensual Plan REKOR SYSTEMS: Elects 9 Directors; CBIZ Appointment Ratified RUNWAY TOWING: Hires Margolin & Pierce LLP as Attorney S2 ENERGY: Barry, et al. Suit Goes Back to Louisiana State Court SAFE & GREEN: Delays 10-Q Filing SAKS GLOBAL: Gets $350MM New Funding Commitments SANUWAVE HEALTH: Solas Capital Holds 6.8% Stake as of March 31 SCIENTIFIC ENERGY: Delays Q1 10-Q Filing to Finalize Financials SCIH SALT: Incremental Term Loan No Impact on Moody's 'B3' CFR SINTX TECHNOLOGIES: Lind Global Holds 2.8% Equity Stake SIRIUS XM: Egan-Jones Cuts Senior Unsecured Ratings to BB SLEEP COUNTRY: DBRS Finalizes BB(low) Rating, Trend Stable SPLASH BEVERAGE: Delays 10-Q Filing to Complete Financials SRM-DOUBLE L LLC: Hires Parsons Behle & Latimer as Counsel SRX HEALTH: Altium Capital Holds 0.27% Stake as of March 31 STONEMOR INC: Moody's Upgrades CFR to 'B3', Outlook Stable SULLIVAN MECHANICAL: Cast Iron Sale to Northeastern Supply OK'd SUNCOKE ENERGY: S&P Affirms 'BB-' ICR, Outlook Stable T14-15 LLC: Seeks Chapter 11 Bankruptcy in Florida TAMPA BRASS: Unsecured Creditors to Split $500K in Plan TIOGA INDEPENDENT SCHOOL: S&P Raises LT GO Debt Rating to 'B+' TREVENA INC: Cancels Warrants in Deal With Institutional Investor TRIPLE-G-GUNITE: Seeks Subchapter V Bankruptcy in California TZADIK SIOUX: Hires BMC Group as Claims and Noticing Agent UNITED TALENT: Moody's Rates New Secured 1st Lien Bank Loans 'B2' VAREX IMAGING: S&P Lowers ICR to 'B+', Outlook Stable VECTOR GROUP: Egan-Jones Retains CCC+ Senior Unsecured Ratings VELOCITY VEHICLE: Moody's Cuts CFR to B1, Outlook Remains Negative VETCORE TECHNOLOGY: Hires Wilson Friery as Bankruptcy Counsel WARHORSE GAMING: S&P Alters Outlook to Positive, Affirms 'B-' ICR WESCO INT'L: Egan-Jones Retains BB- Sr. Unsecured Ratings WEST RIVER: Seeks Chapter 11 Bankruptcy in Texas WESTERN URANIUM: MMCAP International Holds 9.6% Equity Stake WINDOWS ACQUISITION: Blackstone Marks $53.1 Million 1L Loan at 21% WINDTREE THERAPEUTICS: Registers Series D Shares for Resale WINDTREE THERAPEUTICS: Releases Q1 Financial Results, Biz Update WINNEBAGO INDUSTRIES: Moody's Cuts CFR to B1, Outlook Stable WRX MANAGEMENT: Hires Cantey Hanger LLP as Bankruptcy Counsel XYZ HOME: Unsecured Creditors Will Get 13.2% of Claims in Plan ********* 11 LOUEMMA LANE: Seeks Chapter 11 Bankruptcy in New Jersey ---------------------------------------------------------- On May 29, 2025, 11 Louemma Lane LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of New Jersey. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About 11 Louemma Lane LLC 11 Louemma Lane LLC owns a property at 11 Louemma Lane in Sussex, New Jersey. 11 Louemma Lane LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 25-15659) on May 29, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtors are represented by Eric H. Horn, Esq. at A.Y. STRAUSS LLC. 123DENTIST INC: Blackstone Marks $2.1-Mil. 1L Loan at 30% Off ------------------------------------------------------------- Blackstone Secured Lending Fund has marked its CAD $2,187,000 loan extended to 123Dentist, Inc. to market at CAD $1,520,000 or 70% of the outstanding amount, according to Blackstone's Form 10-Q for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. Blackstone is a participant in a First Lien Loan to 123Dentist, Inc. The loan accrues interest at a rate of 7.72% per annum. The loan matures on August 10, 2029. Blackstone, is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified, closed-end management investment company. The Company is externally managed by Blackstone Private Credit Strategies LLC, and Blackstone Credit BDC Advisors LLC. Additionally, Blackstone Private Credit Strategies LLC, in its capacity as the administrator to the Company, and the Sub-Administrator provide certain administrative and other services necessary for the Company to operate. Blackstone is led by Brad Marshall as Co-Chief Executive Officer, Jonathan Bock as Co-Chief Executive Officer, and Teddy Desloge as Chief Financial Officer. The Company can be reach through: Brad Marshall Blackstone Secured Lending Fund 345 Park Avenue, 31st Floor New York, NY 10154 Telephone: (212) 503-2100 About 123Dentist, Inc. 123Dentist Inc. provides health care facilities. The Company offers various kinds of dental treatments. 123Dentist serves patients in Canada. 22ND CENTURY: Anson Funds Holds 7.4% Stake as of March 31 --------------------------------------------------------- Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo, and Mr. Moez Kassam disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, they beneficially own 176,094 shares of Common Stock of 22nd Century Group, Inc, representing 7.4% of the company's outstanding shares. Anson Funds may be reached through: Tony Moore, Manager 16000 Dallas Parkway Suite 800 Dallas TX 75248 Tel: 214-866-0202 A full-text copy of Anson Funds' SEC Report is available at: https://tinyurl.com/4zmw9k2c About 22nd Century Group Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco products company specializing in the sales and distribution of its proprietary reduced nicotine tobacco products, which have been authorized as Modified Risk Tobacco Products by the FDA. The company also provides contract manufacturing services for conventional combustible tobacco products for third-party brands. Buffalo, New York-based Freed Maxick P.C. (F/K/A Freed Maxick CPAs, P.C.), the Company's auditor since 2011, issued a "going concern" qualification in its report dated March 20, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024 citing that the Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue and profit in its tobacco business. This raises substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2024, the Company had $21.7 million in total assets, $17.7 million in total liabilities, and $4 million in total stockholders' equity. 23ANDME HOLDING: Ex-CEO's Late Bid Still on the Table ----------------------------------------------------- After bankrupt 23andMe Holding Co. already announced that it has reached a deal to sell its DNA testing business and database to Regeneron Pharmaceuticals, Inc., for $256 million, former 23andMe CEO and founder Anne Wojcicki is making an eleventh hour effort to regain control of the company with a late offer and threats of litigation against the company. Ms. Wojcicki co-founded the world's first direct-to-consumer genetic testing company with two others, in 2006. As the Company was running out of cash amid a declining demand for genetic testing kits, Wojcicki in March 2025 submitted a $40 million offer to take the company private and avert bankruptcy. The special committee formed by the Debtor's board of directors rejected Ms. Wojcicki's non-binding offer and opted to send the Company to chapter 11 bankruptcy. With Ms. Wojcicki stepping down as CEO, 23andMe sought Chapter 11 protection on March 23, 2025, and won court approval to conduct an auction in mid-May. Through the court-sanctioned auction, bidding concluded with a bid of $256 million from Regeneron, a Fortune 500 Company with a balance sheet of over $37 billion in assets and a track record of successfully managing data privacy concerns. Ms. Wojcicki and related entity TTAM Research Institute, existing stockholders of 23andMe, claim that the Debtors (and the Special Committee formed by the Debtors' board) peremptorily cut off bidding. Ms. Wojcicki notes that the Court-approved bidding procedures require the auction to remain open "until all qualified bidders have been given a reasonable opportunity to submit an overbid . . . to the then prevailing highest bid", and their fiduciary duties (which require the Debtors to seek the maximum price. 23andMe, however, countered that the auction was conducted over three days during which TTAM had ample opportunity to bid. Through the auction, the Debtors already have secured a phenomenal result that will result in material distributions to stakeholders. According to the Company, TTAM was asking for a "special treatment" through a further lengthy adjournment of the auction so that it could satisfy information requests that it was unprepared to fulfill during the three-day auction. 23andMe argues that TTAM has no factual or legal basis on which it could second-guess the Special Committee's business judgment to conclude the auction when TTAM could not establish the wherewithal to bid at higher levels and when, had the Special Committee granted a further adjournment (over its clear warning the prior day that no further adjournments would be granted), it ran a significant risk that one of the two remaining bidders would have dropped out of the process, potentially leaving the Debtors only with a back-up bid of $151 million -- and thereby destroying more than $100 million in value for the Debtors' stakeholders. The Official Committee of Unsecured Creditors, which represents unsecured creditors, says it rejects TTAM's assertion that the auction was peremptorily terminated and that the Debtors failed to exercise their fiduciary duties to stakeholders in the conduct of the auction. The sale hearing is scheduled for June 17, 2025. The Committee notes that given the Debtors' limited liquidity and the nature of the Debtors' business, it is important for the sale timeline to remain intact. TTAM has sought a scheduling conference in connection with its intention to litigate the Debtors' designation of Regeneron as the winning bidder. TTAM has asked the Court set an expedited scheduling conference ahead of a "sharply contested" sale hearing, but the Debtors' are opposing the request. Fiduciary Out While the auction has already concluded, the Company acknowledges that it is still assessing Ms. Wojcicki and TTAM's late offer as the asset purchase agreement with Regeneron contains a "fiduciary out" which permits the Debtors to terminate the APA if the Debtors' fiduciary duties require it to do so. "Since the conclusion of the auction, TTAM has submitted additional bids and sought to cure its failures during the Auction by providing the Debtors with additional diligence information. The Special Committee is in the process of evaluating TTAM's latest bid, in view of the Debtors' rights under the Regeneron APA -- which includes the Fiduciary Out provision," it said in court filings. "Pursuant to the Fiduciary Out, the Special Committee continues to consider and evaluate the bids submitted by TTAM since the conclusion of the Auction, and remains in dialogue with TTAM, Regeneron, their respective advisors, and other stakeholders. That process is ongoing." About 23andMe 23andMe is a genetics-led consumer healthcare and biotechnology company empowering a healthier future. Through its direct-to-consumer genetic testing, 23andMe offers personalized insights into ancestry, genetic traits, and health risks. The Company has developed a large database of genetic information from over 15 million customers, enabling it to provide health and carrier status reports and collaborate on genetic research for drug development. On the Web: http://www.23andme.com/ On March 23, 2025, 23andMe Holding Co. and 11 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 25-40976). The Company disclosed $277,422,000 in total assets against $214,702,000 in total liabilities as of Dec. 31, 2024. Paul, Weiss, Rifkind, Wharton & Garrison LLP; Morgan, Lewis & Bockius LLP; and Carmody MacDonald PC are serving as legal counsel to 23andMe and Alvarez & Marsal North America, LLC, as restructuring advisor. Lewis Rice LLC, Moelis & Company LLC, and Goodwin Procter LLP are serving as special local counsel, investment banker, and legal advisor to the Special Committee of 23andMe's Board of Directors, respectively. Reevemark and Scale are serving as communications advisors to the Company. Kroll is the claims agent. 25350 PLEASANT: Rental Income & New Value Contribution to Fund Plan ------------------------------------------------------------------- 25350 Pleasant Valley Drive LLC filed with the U.S. Bankruptcy Court for the Eastern District of Virginia an Amended Disclosure Statement describing Amended Plan of Reorganization dated May 9, 2025. The Debtor is a limited liability company owned by Elshan Bayramov ("E. Bayramov") and Babak Bayramov ("B. Bayramov"). The Debtor owns two commercial condominium units in Loudoun County, Virginia, with addresses of 25350 Pleasant Valley Drive, Unit 175, Chantilly, Virginia ("Unit 175") and 25350 Pleasant Valley Drive, Unit 180, Chantilly, Virginia ("Unit 180") (collectively, the "Units"). The Debtor believed that, as of the date of December 12, 2023 (the "Petition Date"), the value of Units was $3,400,000. Upon review of appraisals supplied by MSB and NWFCU, the Debtor now believes that the value of the Units may approach $4,700,000. The Plan is a plan of reorganization, meaning that the Debtor will continue to operate its business and affairs, as a "Reorganized Debtor," following confirmation of the Plan. The Plan provides for full payment of the claims of the Debtor's administrative, secured and priority claims and for a distribution to unsecured creditors. The Plan provides for no distribution or payment to the holders of equity interests in the Debtor. However, equity will be issued in the Reorganized Debtor to E. Bayramov, B. Bayramov, Rovshan Hamidov, and Anthony Halabi, on account of significant new value equity contributions to be made under the Plan, which new value is necessary to the payments called for under the Plan. The Plan states whether each class of claims or equity interests is impaired or unimpaired. If the Plan is confirmed, your recovery will be limited as set forth in the Plan. Pursuant to the terms of the Plan and the forbearance agreements with NWFCU and MainStreet, the Debtor shall have 36 to 48 months to refinance the debts to those creditors. During such time, the Debtor will make payments in accord with the agreements with NWFCU and MainStreet. The Class 4 Unsecured Claim consists of unpaid condominium fees and costs, as of the date of the Conversion Order, and shall be paid the amounts indicated in the Projections. Based upon the Projections, it is anticipated that the full amount of fees and costs incurred pre-petition, and during the course of the Debtor's bankruptcy proceeding will be paid. It is estimated that the total amount of Epic's Class 4 Claim will be approximately $49,7878.62. The Class 4 Claim is impaired. The Class 5 Unsecured Claim of the SBA consists of the unpaid balance of an EIDL Loan to the Debtor and shall be paid $300 per month from the proceeds of the Debtor's operations, for a total of $15,600. The Class 5 Claim is impaired. The Class 6 Unsecured Claims shall be paid on a pro-rata basis the amounts indicated in the Projections. Based upon the Projections, it is anticipated that the Class 6 Claimants will be paid $120,000 over the term of the Plan. The Class 6 Unsecured Claims are impaired under the Plan. Class 7 consists of Equity Interest. E. Bayramov and B. Bayramov, the members of the Debtor, will be paid nothing on account of their interests in the Debtor. In exchange for the new value contributions (totaling $454,000 over the Plan term), E. Bayramov, B. Bayramov, Roshan Hamidov and Anthony Halabi will receive an equity interest in the Reorganized Debtor. Payments and distributions under the Plan will be funded by rents received from the Debtor's tenants. In addition, in exchange for equity interests in the Reorganized Debtor, E. Bayramov will contribute new value of $267,000, and the principals of ADM, Hamidov and Halabi will contribute new value of $247,000. Prior to confirmation of the Debtor's Plan, E. Bayramov, Hamidov and Halabi will have deposited into escrow a total of $130,000 toward the new value contribution called for under the Plan. A full-text copy of the Amended Disclosure Statement dated May 9, 2025 is available at https://urlcurt.com/u?l=HjNTZh from PacerMonitor.com at no charge. 25350 Pleasant Valley Drive LLC is represented by: John P. Forest, II, Esq. 11350 Random Hills Rd., Suite 700 Fairfax, VA 22030 Telephone: (703) 691-4940 Email: john@forestlawfirm.com About 25350 Pleasant Valley Drive LLC 25350 Pleasant Valley Drive LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 23-11983) on Dec. 6, 2023, listing $500,001 to $1 million in both assets and liabilities. Judge Klinette H. Kindred presides over the case. The Debtor tapped John P. Forest, II, Esq. as counsel. ACCELERATE DIAGNOSTICS: Armistice Capital Holds 7.45% Stake ----------------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G (Amendment No. 2) filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, they beneficially own 1,879,227 shares of Accelerate Diagnostics, Inc.'s common stock, $0.001 par value per share. These shares are held with shared voting and dispositive power through Armistice Capital Master Fund Ltd., representing 7.45% of the 25,210,392 shares of common stock outstanding as reported in the issuer's Form 10-K filed on March 21, 2025. Armistice Capital, LLC may be reached through: Steven Boyd, Managing Member 510 Madison Avenue, 7th Floor New York, New York 10022 A full-text copy of Armistice Capital's SEC Report is available at: https://tinyurl.com/2ecs3h3t About Accelerate Diagnostics Accelerate Diagnostics, Inc. is an in vitro diagnostics company that develops systems for the rapid identification of pathogens and antibiotic susceptibility, with a focus on serious infections such as sepsis. Its products, including the Accelerate Pheno and Arc systems, are used in hospitals and clinical laboratories to improve treatment precision and reduce healthcare costs. The Company has submitted its WAVE system for FDA clearance, with a commercial launch expected in early 2026. Accelerate Diagnostics Inc. and Accelerate Diagnostics Texas, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del., Case No. 25-10837) on May 8, 2025. In the petition signed by Jack Phillips as president and chief executive officer, the Debtors disclosed total assets of $28,556,000 and total debts of $84,596,000 as of December 31, 2024. The Hon. Karen B. Owens oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP and Fried, Frank, Harris, Shriver & Jacobson LLP as bankruptcy counsels. Solic Capital Advisors LLC serves as restructuring advisor to the Debtors; Perella Weinberg Partners LP acts as investment banker; and Stretto Inc. serves as claims and noticing agent. ACCELERATE DIAGNOSTICS: Delays Q1 10-Q Filing Amid Bankruptcy ------------------------------------------------------------- Accelerate Diagnostics, Inc. filed a Notification of Late Filing on Form 12b-25 with the U.S. Securities and Exchange Commission with respect to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025. The Company has determined that it will be unable to file its Form 10-Q within the prescribed time period without unreasonable effort or expense for the reasons set forth below. As reported in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 8, 2025, on such date, the Company and certain of its subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Additionally, as reported in the 8-K, on May 8, 2025 prior to the filing of the Bankruptcy Petitions, the Company entered into that certain term sheet with an affiliate of Indaba Capital Management, L.P., the Company's existing secured noteholder. Subject to the Stalking Horse Term Sheet, which remains subject to the approval of the Court, Indaba has agreed to acquire substantially all assets of the Company. The aggregate consideration for the Purchased Assets (as defined in the Stalking Horse Term Sheet) shall consist of: (a) a credit bid equaling $36.9 million in the aggregate; and (b) assumption of the Assumed Liabilities (as defined in the Stalking Horse Term Sheet). The transaction is being implemented in the Chapter 11 Cases under Section 363 of the Bankruptcy Code and will be subject to approval by the Court and compliance with agreed upon and Court-approved bidding procedures allowing for the submission of higher or otherwise better offers, and other agreed-upon conditions. Due to the demands associated with the Chapter 11 Cases and related activities, including the potential sale of the Company's assets in connection with the Stalking Horse Term Sheet, the Company and its management team and other finance, accounting and administrative personnel have devoted significant time, attention and resources to such bankruptcy matters. Moreover, combined with the limited resources available to the Company, and the resources that would be necessary for the Company to prepare financial statements for the Form 10-Q, the Company has determined that it will be unable to timely file the Form 10-Q without unreasonable effort or expense and is unable to estimate when or if it will be able to complete and file the Form 10-Q. About Accelerate Diagnostics Accelerate Diagnostics, Inc. is an in vitro diagnostics company that develops systems for the rapid identification of pathogens and antibiotic susceptibility, with a focus on serious infections such as sepsis. Its products, including the Accelerate Pheno and Arc systems, are used in hospitals and clinical laboratories to improve treatment precision and reduce healthcare costs. The Company has submitted its WAVE system for FDA clearance, with a commercial launch expected in early 2026. Accelerate Diagnostics Inc. and Accelerate Diagnostics Texas, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del., Case No. 25-10837) on May 8, 2025. In the petition signed by Jack Phillips as president and chief executive officer, the Debtors disclosed total assets of $28,556,000 and total debts of $84,596,000 as of December 31, 2024. The Hon. Karen B. Owens oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP and Fried, Frank, Harris, Shriver & Jacobson LLP as bankruptcy counsels. Solic Capital Advisors LLC serves as restructuring advisor to the Debtors; Perella Weinberg Partners LP acts as investment banker; and Stretto Inc. serves as claims and noticing agent. ACI GROUP: Blackstone Marks $2.1 Million 1L Loan at 33% Off ----------------------------------------------------------- Blackstone Secured Lending Fund has marked its $1,388,000 loan extended to ACI Group Holdings, Inc. to market at $925,000 or 67% of the outstanding amount, according to Blackstone's Form 10-Q for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. Blackstone is a participant in a First Lien Loan to ACI Group Holdings, Inc. The loan accrues interest at a rate of 9.92% per annum. The loan matures on August 2, 2027. Blackstone, is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified, closed-end management investment company. The Company is externally managed by Blackstone Private Credit Strategies LLC, and Blackstone Credit BDC Advisors LLC. Additionally, Blackstone Private Credit Strategies LLC, in its capacity as the administrator to the Company, and the Sub-Administrator provide certain administrative and other services necessary for the Company to operate. Blackstone is led by Brad Marshall as Co-Chief Executive Officer, Jonathan Bock as Co-Chief Executive Officer, and Teddy Desloge as Chief Financial Officer. The Company can be reach through: Brad Marshall Blackstone Secured Lending Fund 345 Park Avenue, 31st Floor New York, NY 10154 Telephone: (212) 503-2100 About ACI Group Holdings, Inc. ACI Group Holdings is a company founded in 2015. Its parent organization is Affordable Care Holding Corp. ACI Group Holdings' line of business includes holding or owning securities of companies other than banks. The company's main focus is on providing affordable and accessible healthcare options. AEMETIS INC: 2 Directors Elected to Board; RSM Appointment Ratified ------------------------------------------------------------------- Aemetis, Inc. held its Annual Meeting of Stockholders during which the following proposals were voted on by the Company's stockholders: Proposal 1: Election of Directors * Eric A. McAfee and Francis P. Barton have been elected to the Company's board of directors, each as a Class I director to hold office until the Company's 2028 annual meeting of stockholders and until their successor is duly elected and qualified. Proposal 2: Ratification of Auditors * The appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, has been ratified. Proposal 3: Approval, on an advisory basis, of the compensation of the Company's Named Executive Officers * The compensation of the Company's Named Executive Officers has been approved, on an advisory basis, with 83% of the votes cast "for" approval. About Aemetis, Inc. Founded in 2006 and headquartered in Cupertino, California, Aemetis, Inc. — www.aemetis.com — is an international renewable natural gas, and renewable fuels company focused on the operation, acquisition, development and commercialization of innovative low and negative carbon intensity products and technologies that replace traditional fossil fuel products. The Company operates in three reportable segments consisting of "California Ethanol," "California Dairy Renewable Natural Gas," and "India Biodiesel." The Company's mission is to create sustainable and innovative renewable fuel solutions that benefit communities and restore the environment. The Company achieves this by establishing a local, circular bioeconomy that utilizes agricultural products and waste to produce low-carbon, advanced renewable fuels that reduce greenhouse gas (GHG) emissions and enhance air quality by replacing traditional fossil fuel products. The auditor's report dated March 14, 2025, issued by RSM US LLP in the Company's Annual Report for the year ended December 31, 2024, raised additional concerns, with the auditor issuing a "going concern" qualification. The report highlighted that the Company has suffered recurring losses from operations and has a net capital deficiency, casting substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, Aemetis reported $259.30 million in total assets, $143.97 million in total current liabilities, $379.26 million in total long-term liabilities, and a total stockholders' deficit of $263.93 million. AMERICAN RESOURCES: 2024 Net Loss Hits $40.2M vs $38.7M in 2023 --------------------------------------------------------------- American Resources Corporation filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $40,196,740 for the year the year ended December 31, 2024, compared to a net loss of $38,724,963 in 2023. Revenues for the 2024 and 2023 were $383,234 and $13,234,399, respectively. Columbus, Ohio-based GBQ Partners LLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated May 19, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. The Company's continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. A full-text copy of the Company's Form 10-K is available at: https://tinyurl.com/2n8mjxbm About American Resources Corp American Resources Corporation operates through subsidiaries that were formed or acquired in 2020, 2019, 2018, 2016, and 2015 for the purpose of acquiring, rehabilitating, and operating various natural resource assets, including coal used in the steel-making and industrial markets, critical and rare earth elements used in the electrification economy, and aggregated metal and steel products used in the recycling industries. As of December 31, 2024, the Company had $205,013,999 in total assets, $286,923,743 in total liabilities, and total deficit of $81,909,744. AMN HEALTHCARE: Moody's Cuts CFR to 'Ba3' & Alters Outlook to Neg. ------------------------------------------------------------------ Moody's Ratings downgraded AMN Healthcare, Inc.'s (AMN) corporate family rating to Ba3 from Ba2, probability of default rating to Ba3-PD from Ba2-PD and the ratings on the company's senior unsecured notes to B1 from Ba3. At the same time, Moody's changed the outlook to negative from stable. The company's speculative grade liquidity rating of SGL-1 is unchanged. The downgrade of AMNs' CFR to Ba3 reflects the company's deteriorating credit metrics as revenue continues to structural decline due to lower demand in the nurse staffing industry. The bill-pay spread has continued to compress and as a result, debt-to-EBITDA as of LTM March 31, 2025 was 3.8x, which Moody's forecasts will continue to rise through the end of 2025. Despite the higher leverage, AMN will maintain good cushions on its covenants and have very good liquidity. AMN has implemented many cost cutting initiatives including headcount reductions, however, these steps have not been able to offset the margin compression and decline in demand. RATINGS RATIONALE AMN Healthcare's Ba3 CFR reflects the company's leading market position in the temporary healthcare staffing industry, good free cash flow and very good liquidity. However, the company's ratings will remain constrained by a business model which Moody's believes is sensitive to multitude of factors which could have negative implications from the broader healthcare services industry. AMN's operating performance could continue to be negatively affected by high inflation, shortage of healthcare professionals, defensive strategies employed by the company's key customers, and possible regulatory actions to curb rapidly increasing healthcare expenses. The rating also reflects Moody's expectations that debt-to-EBITDA will remain above 4x over the next 12-18 months. Moody's expects that the company's profitability will continue to normalize in the next 12 months as AMN has continued to cut costs to offset declines in demand. The company's nurse and allied solutions business is cyclical and still accounts for a majority of the company's revenue. However, the concentration in this business has reduced in recent years, which will help to stabilize margins. AMN's ratings are supported by its very good liquidity (SGL-1). The company had $56 million in cash at the end of March 31, 2025, and approximately $580 million available under its $750 million revolving credit facility expiring February 2028. Further, Moody's expects that the company will generate between $100-$125 million in free cash flow over the next 12 months. The company will also remain well in compliance with its first lien net leverage convenant over this period. Alternate liquidity is limited due to the small fixed asset base and the large secured first lien revolver. The B1 rating on the senior unsecured notes ($350 million due 2029; and $500 million due 2027), one notch below the Ba3 CFR, reflects their junior position in the capital structure compared to the senior secured $750 million revolver . The revolver is secured by substantially all of the company's assets and guaranteed by the company's subsidiaries. The negative outlook reflects Moody's expectations that financial leverage will rise and remain elevated, as the company continues to face declining sales. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company returns to topline revenue growth and profitability. The ratings could also be upgraded if the company continues to follow conservative financial policy and materially expands its scale and diversification while sustaining Debt/EBITDA below 3.25 times. The ratings could be downgraded if Moody's expects AMN's debt/EBITDA to exceed 4.25 times or if the company adopts a more aggressive acquisition strategy or financial policy. Furthermore, a weakening of liquidity or sustained decline in free cash flow could also result in a downgrade. Headquartered in Dallas, TX, AMN Healthcare, Inc. is the largest publicly-traded provider of workforce solutions and staffing services to healthcare facilities in the United States. The company's services include managed services programs, vendor management systems, recruitment process outsourcing and consulting services. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. APPLIED DNA: Anson Funds Holds 5.4% Stake as of March 31 -------------------------------------------------------- Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo, and Moez Kassam disclosed in an Amendment No. 1 to Schedule 13G (Amendment No. 1) filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, they beneficially own 3,142,032 shares of Common Stock of Applied DNA Sciences Inc., representing 5.4% of the shares outstanding. Anson Funds may be reached through: Tony Moore, Manager 16000 Dallas Parkway Suite 800 Dallas TX 75248 Tel: 214-866-0202 A full-text copy of Anson Funds' SEC Report is available at: https://tinyurl.com/mvjsem3s About Applied DNA Sciences Applied DNA Sciences -- adnas.com -- is a biotechnology company developing technologies to produce and detect deoxyribonucleic acid ("DNA"). Using the polymerase chain reaction ("PCR") to enable both the production and detection of DNA, the Company currently operates in three primary business markets: (i) the enzymatic manufacture of synthetic DNA for use in the production of nucleic acid-based therapeutics and the development and sale of a proprietary RNA polymerase ("RNAP") for use in the production of mRNA therapeutics; (ii) the detection of DNA and RNA in molecular diagnostics and genetic testing services; and (iii) the manufacture and detection of DNA for industrial supply chain security services. Melville, NY-based Marcum LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 17, 2024, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2024, Applied DNA Sciences had $16 million in total assets, $3.4 million in total liabilities, and $12.5 in total equity. AQUA METALS: Inks $10M Equity Purchase Deal With Lincoln Park ------------------------------------------------------------- Aqua Metals, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company, entered into a purchase agreement and a registration rights agreement with Lincoln Park Capital Fund, LLC, pursuant to which Lincoln Park has committed to purchase up to $10 million of the Company's common stock, par value $0.001 per share. Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $10.0 million of Common Stock. Such sales of Common Stock by the Company, if any, are subject to certain limitations set forth in the Purchase Agreement, and may occur from time to time, at the Company's sole discretion, over a period of up to 24-months, commencing on the date on which each of the conditions to Lincoln Park's purchase obligations set forth in the Purchase Agreement have initially been satisfied (such date, the "Commencement Date"), including the effectiveness of a registration statement registering under the Securities Act of 1933, as amended, the resale by Lincoln Park of shares of Common Stock that have been and may be issued by the Company to Lincoln Park under the Purchase Agreement. The Company has agreed to file such registration statement with the Securities and Exchange Commission not later than 10 days after the date of execution of the Purchase Agreement and the Registration Rights Agreement. From and after the Commencement Date, the Company may from time to time, on any business day selected by the Company on which the closing sale price per share of Common Stock as reported on The Nasdaq Capital Market is not less than the "floor price" threshold set forth in the Purchase Agreement (each such business day, a "purchase date"), by written notice delivered by the Company to Lincoln Park, direct Lincoln Park to purchase up to 20,000 shares of Common Stock on such purchase date, at a purchase price per share that will be determined and fixed in accordance with the Purchase Agreement at the time the Company delivers such written notice to Lincoln Park (each, a "regular purchase"). The maximum number of shares the Company may sell to Lincoln Park in a regular purchase may be increased by certain amounts to up to 80,000 shares, with the applicable maximum share limit determined by whether the closing sale price per share of Common Stock as reported on The Nasdaq Capital Market on the applicable purchase date for such regular purchase equals or exceeds certain minimum price thresholds set forth in the Purchase Agreement, in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transactions as provided in the Purchase Agreement; however, Lincoln Park's maximum purchase commitment in any single regular purchase may not exceed $500,000. In addition to regular purchases, provided that the Company has directed Lincoln Park to purchase the maximum amount of shares that the Company is then able to sell to Lincoln Park in a regular purchase, the Company may, in its sole discretion, direct Lincoln Park to purchase additional shares of Common Stock in "accelerated purchases" and "additional accelerated purchases," as set forth in the Purchase Agreement. The purchase price per share of Common Stock sold in each such accelerated purchase and additional accelerated purchase, if any, will be calculated in accordance with the pricing terms for an accelerated purchase and an additional accelerated purchase, as applicable, set forth in the Purchase Agreement. There are no upper limits on the price per share that Lincoln Park must pay for shares of Common Stock in any purchase under the Purchase Agreement. Under the Purchase Agreement, the Company will control the timing and amount of sales of Common Stock to Lincoln Park, if any. Lincoln Park has no right to require the Company to sell any shares of Common Stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to certain conditions set forth in the Purchase Agreement. Actual sales of shares of Common Stock to Lincoln Park, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading prices for the Common Stock, and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Under applicable Nasdaq listing rules, the aggregate number of shares of Common Stock that the Company may issue to Lincoln Park under the Purchase Agreement cannot exceed 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement (the "Exchange Cap"), unless: (i) the Company first obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq listing rules, or (ii) at the time the Company has issued shares of Common Stock equal to the Exchange Cap and at all times thereafter, the average price per share of Common Stock for all shares of Common Stock sold by the Company to Lincoln Park under the Purchase Agreement equals or exceeds $1.1617 per share (representing the lower of the official closing price of the Common Stock on Nasdaq on the date of the Purchase Agreement and the average official closing price of the Common Stock on Nasdaq for the five consecutive trading days ending on the date of the Purchase Agreement, as adjusted under applicable Nasdaq rules to take into account the issuance of shares of Common Stock to Lincoln Park for non-cash consideration as payment of the commitment fee), such that the Exchange Cap limitation would no longer apply to issuances and sales of Common Stock by the Company to Lincoln Park under the Purchase Agreement under applicable Nasdaq listing rules. Additionally, the Company may not direct Lincoln Park to purchase any shares of Common Stock under the Purchase Agreement if such purchase would result in Lincoln Park beneficially owning more than 4.99% of the issued and outstanding shares of Common Stock. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, except the Company is prohibited from effecting an "equity line of credit," "at-the-market offering" or other similar offering in which the Company may issue and sell Common Stock, from time to time over a certain period of time, at future determined prices based on the market prices of the Common Stock at the time of each such issuance and sale, until the earlier of: (i) the 180th day following the effective date of any termination of the Purchase Agreement in accordance with its terms and (ii) the later of (A) the 24-month anniversary of the date of the Purchase Agreement and (B) the first day of the month immediately following the 24-month anniversary of the Commencement Date. Lincoln Park has agreed not to engage in any short sales of the Common Stock or hedging transaction that establishes a net short position in the Common Stock during the term of the Purchase Agreement. As consideration for Lincoln Park's commitment to purchase shares of Common Stock in accordance with the Purchase Agreement, the Company has agreed to issue 227,175 shares of Common Stock to Lincoln Park as a commitment fee. The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time with one business day's prior written notice to Lincoln Park, at no cost or penalty. The foregoing description of the Purchase Agreement and the Registration Rights Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement, copies of which are attached to the Form 8-K by reference, available at https://tinyurl.com/2y9zkwjm. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. The offer and sale of the Common Stock pursuant to the Purchase Agreement have not been registered under the Securities Act or any state securities laws. The Common Stock may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the Common Stock described herein or therein. In the Purchase Agreement, Lincoln Park represented to the Company that it is an "accredited investor", as defined in Rule 501 promulgated under the Securities Act, and the Company's offer and sale of the Common Stock under the Purchase Agreement are being made in reliance upon the exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. About Aqua Metals Aqua Metals, Inc. — www.aquametals.com — is reinventing metals recycling with its patented AquaRefining technology. The Company is pioneering a sustainable recycling solution for materials strategic to energy storage and electric vehicle manufacturing supply chains. AquaRefining is a low-emissions, closed-loop recycling technology that replaces polluting furnaces and hazardous chemicals with electricity-powered electroplating to recover valuable metals and materials from spent batteries with higher purity, lower emissions, and minimal waste. Aqua Metals is based in Reno, NV and operates the first sustainable lithium battery recycling facility at the Company's Innovation Center in the Tahoe-Reno Industrial Center. In its report dated March 31, 2025, the Company's auditor Forvis Mazars, LLP, issued a "going concern" qualification citing that the Company has incurred substantial operating losses and negative cash flows from operations since inception that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, Aqua Metals had $26.37 million in total assets, $10.12 million in total liabilities, and $16.24 million in total stockholders' equity. AQUA METALS: Waltham Unit to Sell McCarran Site for $4.3M --------------------------------------------------------- Aqua Metals, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Aqua Metals Waltham Holdings LLC, the Company's wholly-owned subsidiary, entered into a Purchase and Sale Agreement and Joint Escrow Instructions with Trident Enterprises, Inc., a Delaware corporation, pursuant to which the Company and Aqua Metals Waltham agree to sell and the Buyer agrees to purchase, a five-acre parcel of land with an existing building located at 2999 Waltham Way, McCarran, NV 89437 for a purchase price of $4.3 million. The Agreement includes customary representations, warranties, indemnifications and conditions to the obligations of the parties to close, including the Buyer's due diligence review of the Sierra Arc Property. Subject to satisfaction of the Buyer's conditions to close, the Company and its subsidiary expects to consummate the transaction on or before June 12, 2025. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is available at https://tinyurl.com/bddu8f5c About Aqua Metals Aqua Metals, Inc. — www.aquametals.com — is reinventing metals recycling with its patented AquaRefining technology. The Company is pioneering a sustainable recycling solution for materials strategic to energy storage and electric vehicle manufacturing supply chains. AquaRefining is a low-emissions, closed-loop recycling technology that replaces polluting furnaces and hazardous chemicals with electricity-powered electroplating to recover valuable metals and materials from spent batteries with higher purity, lower emissions, and minimal waste. Aqua Metals is based in Reno, NV and operates the first sustainable lithium battery recycling facility at the Company's Innovation Center in the Tahoe-Reno Industrial Center. In its report dated March 31, 2025, the Company's auditor Forvis Mazars, LLP, issued a "going concern" qualification citing that the Company has incurred substantial operating losses and negative cash flows from operations since inception that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, Aqua Metals had $26.37 million in total assets, $10.12 million in total liabilities, and $16.24 million in total stockholders' equity. ARCADIA BIOSCIENCES: Above Food Misses $2M Note Payment Due May 14 ------------------------------------------------------------------ As has been previously reported, on May 14, 2024, Arcadia Biosciences, Inc. and its wholly-owned subsidiary Arcadia Wellness, LLC entered into an Asset Purchase Agreement, Promissory Note and a related Security Agreement, with Above Food Corp., a corporation formed under the laws of Saskatchewan, and Above Food Ingredients Corp., a Delaware corporation and wholly owned subsidiary of Above Food Corp. Pursuant to the Purchase Agreement, Arcadia and Arcadia Wellness sold to Above Food certain assets relating to Arcadia's GoodWheat business and transferred to Buyer $2,000,000 of cash. As consideration for the purchased assets and the $2,000,000 cash payment, Above Food Corp. and Buyer issued a promissory note, dated May 14, 2024, in favor of Arcadia in the original principal amount of $6,000,000. Under the terms of the Note, on each of the first, second and third anniversaries of the Note, accrued interest and $2,000,000 of principal are payable to Arcadia. The Note includes provisions that allow the Company, during certain times and by means of a notice to Above Food Corp., to require Above Food Corp. to issue to Arcadia a number of publicly traded shares of Above Food Corp's common stock, and if Arcadia delivers such a notice, Above Food Corp. is obligated to issue the shares to Arcadia within three business days after delivery of the notice. The Note also provided that if Above Food Corp. becomes a wholly-owned subsidiary of a company with shares listed on a national securities exchange, then the term "Parent Shares" refers to the publicly traded common stock of such parent company, and Above Food Corp. agreed to cause such entity to issue and register such shares as provided in the Note. Sometime after the date of the Note, Above Food Corp. became a wholly-owned subsidiary of Above Food Ingredients Inc., a Canadian company whose shares are listed on the Nasdaq Capital Market. The Note provides that the issuance of the Parent Shares will constitute a prepayment of the final installment payment of $2,000,000 principal of the Note that would otherwise be due on the third anniversary of the date of the Note, but that the Buyer remains obligated to pay the first two installments of principal and interest on each of the first and second anniversaries of the date of the Note. On May 1, 2025, the Company delivered a Notice to Above Food Corp. pursuant to the provisions of the Note, to require Above Food Corp. to cause AFII to issue Parent Shares to the Company. The Notice indicated that pursuant to the provisions of the Note regarding the calculation and determination of the number of Prepayment Shares that are issuable in connection with delivery of a Notice, the number of Prepayment Shares issuable was approximately 3.5 million shares. Above Food Corp. acknowledged receipt of the Notice and indicated its intention to respond to the Notice. The first payment of $2 million of principal and accrued interest, calculated by the Company as approximately $475,000 of interest, under the Note was due on May 14, 2025. As of May 16, 2024, Buyer has not made the required payment and no Prepayment Shares have been delivered. Failure to pay principal and interest when due is an event of default under the Note and the Security Agreement. Under the terms of the Note, upon the occurrence and during the continuance of an event of default, the Company may declare the entire unpaid principal amount of the Note and accrued interest, and all other amounts owing or payable under the Note or the Security Agreement, to be immediately due and payable. Above Food Corp. is the subject of a receivership proceeding in Canada. The Company intends to consider appropriate actions to enforce its rights and pursue available remedies under the Note and Security Agreement. About Arcadia Biosciences Inc. Headquartered in Dallas, TX, Arcadia Biosciences Inc. is a producer and marketer of innovative, plant-based health and wellness products. Since its inception in 2002, it has worked on creating next-generation wellness products, particularly by enhancing wheat with unique nutritional profiles, including increased fiber, improved protein quality, fewer calories, reduced gluten, and extended shelf stability. Their portfolio also includes Zola Coconut Water, a hydrating beverage that is Non-GMO, low in calories, and rich in electrolytes. The Company collaborates with food manufacturers to create healthier wheat-based products. In its report dated March 25, 2025, the Company's auditor, Deloitte & Touche LLP, issued a "going concern" qualification, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company's accumulated deficit, recurring net losses, and net cash used in operations raise substantial doubt about the Company's ability to continue as a going concern. Additionally, the auditor noted that the Company's resources would not be sufficient to meet its anticipated cash requirements. As of September 30, 2024, Arcadia Biosciences had $15.2 million in total assets, $5.1 million in total liabilities, and $10.1 million in total stockholders' equity. ARENA GROUP: Buys TravelHost for $1M in Deal With Simplify ---------------------------------------------------------- The Arena Group Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on May 12, 2025, the Company entered into a membership interest purchase agreement with Simplify Inventions, LLC, an affiliate of the Company, whereby the Company acquired 100% of the membership interests of TravelHost, LLC, a company in the business of promoting travel and regional attractions and selling related advertising. The purchase price for the acquisition is $1,000,000. The acquisition included an assignment of certain contracts from Bridge Media Networks, LLC, an affiliate of Simplify. The transaction was approved by the Audit Committee of the Board of Directors of the Company consisting solely of independent directors. About The Arena Group Headquartered in New York, The Arena Group Holdings, Inc. — www.thearenagroup.net — is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media platform empowering publishers who impact, inform, educate, and entertain. The Company's strategy is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports and finance), leveraging the strength of its core brands to grow its audience and increase monetization both within its core brands and for its media publisher partners. The Company's focus is on leveraging its Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of its users, its advertiser clients, and its greater than 40 owned and operated properties, as well as properties it runs on behalf of independent Publisher Partners. The Company owns and operates TheStreet, The Spun, Parade, and Men's Journal, and powers more than 320 independent Publisher Partners, including the many sports team sites that comprise FanNation. Chicago, Ill.-based KPMG LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated April 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has suffered recurring net losses from continuing operations and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, the Company had $116.4 million in total assets, $246.5 million in total liabilities, $168,000 in total mezzanine equity and a total stockholders' deficit of $130.3 million. ASURION LLC: Moody's Affirms 'B1' CFR, Outlook Remains Stable ------------------------------------------------------------- Moody's Ratings has affirmed the B1 corporate family rating and B1-PD probability of default rating of Asurion, LLC (Asurion). Moody's also affirmed the Ba3 ratings on Asurion's senior secured revolving credit facility and senior secured first-lien term loans, as well as the B3 ratings on its senior secured second-lien term loans. The rating outlook remains stable. RATINGS RATIONALE The rating affirmation reflects Asurion's strong market presence in mobile device services, including fulfillment, repair and administration, distributed through wireless carriers in the US, Japan and other selected international markets. Asurion also has a smaller but growing presence in extended warranty, service and replacement subscription plans for consumer electronics and appliances offered through retailers, other partners and its own distribution channels, such as its repair shop network and a remote technician network. In both segments, a growing share of Asurion's revenue comes from comprehensive technical support bundled with other product offerings. Asurion has a record of efficient operations and healthy profit margins. A key credit challenge for Asurion is its business concentration among leading wireless carriers, although Asurion regularly negotiates multiyear contract extensions with the carriers. Another challenge is foreign exchange risk associated with Asurion's large Japanese business, which the company hedges through a range of derivatives that help protect enterprise value but add volatility to reported earnings. In the fourth quarter of 2024 and first quarter of 2025, Asurion successfully extended contracts with some of its largest wireless carrier partners, including two longer-than-average extensions with US carriers. Given the renewals come with modest EBITDA and free cash flow impacts, Moody's expects Asurion's pro-forma debt-to-EBITDA ratio, (EBITDA – capex) interest coverage, and free-cash-flow-to-debt ratio to be moderately pressured over the short term. These metrics incorporate Moody's adjustments for operating leases, noncontrolling interest expense and foreign exchange hedging. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of Asurion's ratings include: (i) debt-to-EBITDA ratio below 5x; (ii) (EBITDA - capex) coverage of interest above 3.5x; and (iii) free-cash-flow-to-debt ratio above 8%. Factors that could lead to a downgrade of Asurion's ratings include: (i) debt-to-EBITDA ratio above 6.5x; (ii) (EBITDA - capex) coverage of interest below 2x; (iii) free-cash-flow-to-debt ratio below 4%; or (iv) loss of a major carrier relationship. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in February 2024. Based in Nashville, Tennessee, Asurion is a global provider of insurance, repair, replacement, installation and technical support for mobile devices and other consumer electronics and appliances. Asurion generated revenue of $9.2 billion for the 12 months through March 2025. ATARA BIOTHERAPEUTICS: Adiumentum Capital Holds 19.99% Equity Stake ------------------------------------------------------------------- Adiumentum Capital Fund I LP, Adiumentum Capital Fund I GP LLC, and Gregory A. Ciongoli disclosed in a Schedule 13D (Amendment No. 2) filed with the U.S. Securities and Exchange Commission that as of May 14, 2025, they beneficially own 1,370,081 shares of Atara Biotherapeutics, Inc.'s Common Stock, consisting of 1,209,395 shares of Common Stock and 160,686 shares issuable upon exercise of Pre-Funded Warrants that are exercisable as of the date of the filing, without exceeding the 19.99% Beneficial Ownership Limitation. This ownership represents 19.99% of Atara Biotherapeutics, Inc.'s 6,693,146 outstanding shares of Common Stock as reported in the issuer's prospectus supplement filed on May 16, 2025. Adiumentum Capital Fund I LP may be reached through: Gregory A. Ciongoli Adiumentum Capital Fund I LP c/o Ropes & Gray LLP 800 Boylston St. Boston, MA, 02199 Tel: (617) 951-7000 A full-text copy of Adiumentum Capital's SEC report is available at: https://tinyurl.com/4n2zbst2 About Atara Biotherapeutics Atara Biotherapeutics, Inc. — atarabio.com — is a biotechnology company focused on developing off-the-shelf cell therapies that harness the power of the immune system to treat difficult-to-treat cancers and autoimmune conditions. With cutting-edge science and differentiated approach, Atara is the first company in the world to receive regulatory approval of an allogeneic T-cell immunotherapy. The Company's advanced and versatile T-cell platform does not require T-cell receptor or HLA gene editing and forms the basis of a diverse portfolio of investigational therapies that target EBV, the root cause of certain diseases, in addition to next-generation AlloCAR-Ts designed for best-in-class opportunities across a broad range of hematological malignancies and B-cell driven autoimmune diseases. Atara is headquartered in Southern California. San Francisco, Calif.-based Deloitte & Touche LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 7, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company's recurring losses from operations raises substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, Atara Biotherapeutics had $109.1 million in total assets, $206.4 million in total liabilities, and a total stockholders' deficit of $97.28 million. ATI INC: Egan-Jones Retains B+ Senior Unsecured Ratings ------------------------------------------------------- Egan-Jones Ratings Company on May 8, 2025, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by ATI Inc. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Dallas, Texas, ATI Inc. produces specialty materials. AUSTEX AGGREGATES: Hires Barron & Newburger P.C. as Counsel ----------------------------------------------------------- Austex Aggregates, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Barron & Newburger, P.C. as its bankruptcy counsel. The firm will provide these services: (a) advise the Debtor of its rights, powers, and duties; (b) review the nature and validity of claims asserted against the property of the Debtor and advise it concerning the enforceability of such claims; (c) prepare on behalf of Debtor, all necessary and appropriate legal documents and review all financial and other reports to be filed in the Chapter 11 case; (d) advise the Debtor concerning and prepare responses to, legal papers which may be filed in the Chapter 11 case; (e) counsel the Debtor in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; (f) perform all other legal services for and on behalf of the Debtor which may be necessary and appropriate in the administration of the Chapter 11 case and its business; and (g) work with professionals retained by other parties in interest in this case to attempt to obtain approval of a consensual plan of reorganization for the Debtor. The firm will be paid at these rates: Stephen Sather, Attorney $650 per hour Other Attorneys $250 to $450 per hour Support Staff $40 to $100 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $15,000 from the Debtor. Mr. Sather disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen Sather, Esq. Barron & Newburger P.C. 7320 N. Mopac Expressway, Ste. 400 Austin, TX 78731 Tel: (512) 476-9103 Email: ssather@bn-lawyers.com About Austex Aggregates, LLC AusTex Aggregates, LLC specializes in producing a variety of aggregate products for the construction industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 25-10502) on April 10, 2025. In the petition signed by Chet Fazand , owner and director, the Debtor disclosed $4,145,748 in assets and $2,903,960 in liabilities. Judge Shad Robinson oversees the case. Stephen W Sather, Esq., at BARRON & NEWBURGER, P.C., represents the Debtor as legal counsel. AZUL S.A.: In Chapter 11 After Reaching Deal With Key Parties ------------------------------------------------------------- AZUL S.A. (B3: AZUL4; NYSE: AZUL), the largest airline in Brazil by number of flight departures and destinations, sought Chapter 11 bankruptcy protection after reaching agreements on financial reorganization with key stakeholders, including its lenders, largest lessor, and strategic partners United Airlines and American Airlines. AZUL said in a May 28, 2025 statement that it has entered into Restructuring Support Agreements with its key financial stakeholders, including its existing bondholders; largest lessor, AerCap, representing the majority of the Company's aircraft lease liability; and strategic partners, United Airlines and American Airlines, to effectuate a proactive reorganization process. The Agreements are designed to transform the Company's financial future and position the business for the long term with significant deleveraging and positive cash flow generation. To implement the Agreements, which include a commitment of approximately US$1.6 billion in financing throughout the process, elimination of over US$2.0 billion of debt and contemplate further equity financing of up to US$950 million upon emergence, Azul is using the Chapter 11 process in the United States. Customers, Crewmembers, and partners remain Azul's priority. Azul will continue flying and operating as normal while maintaining its commitments throughout this process. "Azul continues to fly -- today, tomorrow, and into the future. These Agreements mark a significant step forward in the transformation of our business -- one that enables us to emerge as an industry leader in the main aspects of our business," said John Rodgerson, Chief Executive Officer of Azul. "With a collaborative approach and the support of our stakeholders, we have made a strategic decision to pursue a voluntary financial restructuring as a proactive move to optimize our capital structure -- which was burdened by the COVID-19 pandemic, macroeconomic headwinds, and aviation supply chain issues. Our strategy is not just about financial reorganization. By using this process, we believe that we are creating a robust, resilient, industry-leading airline -- one that Customers will continue to love flying, at which Crewmembers will continue to love working, and that will create value for our stakeholders." Chapter 11 is a Court-supervised financial reorganization process in the United States through which companies can restructure their balance sheet while continuing operations in the ordinary course of business. Azul intends to use this proven, well-known legal framework to eliminate over US$2.0 billion in total funded debt, reduce lease obligations, and optimize its fleet, allowing the Company to emerge with greater flexibility and a more sustainable business and capital structure. "AerCap has signed a support agreement with its longstanding partner Azul. As the airline moves through its restructuring process, we are very confident Azul will emerge stronger than ever," said Aengus Kelly, Chief Executive Officer of AerCap. "Together with Azul, we are the largest owners of Embraer E2 commercial aircraft, supporting the Brazilian aviation industry like no other." Azul's process is unlike any other airline restructuring case in the region, given the fact that it enters the process with agreements with many of its main stakeholders already in place. Azul has secured a commitment for debtor-in-possession ("DIP") financing of approximately US$1.6 billion from certain key financial partners, which will repay part of the Company's existing debt and provide the Company with approximately US$670 million of new capital to bolster liquidity during the restructuring process. Upon emergence, the Agreements provide for the DIP financing to be repaid with the proceeds of an Equity Rights Offering of up to US$650 million, backstopped by some of these financial partners and further supported by a contemplated additional equity investment of up to US$300 million from United Airlines and American Airlines, subject to the satisfaction of certain conditions. This comprehensive financing package means that Azul's path to emergence is clear, which streamlines the process and accelerates the timeline. "United was proud to begin cooperating with Azul in 2014 and to invest in Azul in 2015. Since that time, we have connected hundreds of thousands of passengers and are excited about the opportunity to grow this business even more. Azul is more than just a commercial partner for United – their customer-first approach and unique route network connecting small and large communities have improved the passenger experience in Brazil. That's why we support Azul's restructuring process and have entered into an agreement to build an even stronger relationship in the future," said Andrew Nocella, Executive Vice President and Chief Commercial Officer of United Airlines. Stephen Johnson, Vice Chair and Chief Strategy Officer for American Airlines added, "We are confident that Azul's plan to strengthen its future will be extremely positive for the Brazilian aviation market and travelers to, from and across Brazil. American has served Latin America since 1942 and is proud to fly to 14 destinations in South America. Our service, including that of our partners GOL and JetSMART, combined with the strength and breadth of Azul's network, will provide our customers another unique option for traveling between the Americas and even more connectivity in Brazil and throughout South America. We are excited to support this process and to be part of Azul's future." Azul has filed customary motions with the Court to support ordinary-course operations including, but not limited to, continuing Crewmember compensation and benefits programs, honoring all Customer commitments including tickets for future travel and benefits under the Azul Fidelidade loyalty program, and fulfilling go-forward obligations to select vendors who are truly critical to the Company. These motions are typical in the Chapter 11 process. John Rodgerson concluded, "We are grateful for the support of our bondholders, particularly those who are providing Azul with new capital, and our key strategic partners, American Airlines, United Airlines, and AerCap. Their support will allow us to optimize our fleet, reinforce our financial position, and operate more efficiently. We are confident that we will emerge even stronger and better positioned to continue connecting Brazil like no other, while offering the best service and value to our Customers." Additional Information Stakeholders seeking specific information about Azul's Chapter 11 case can visit its dedicated website at www.azulmaisforte.com.br. For case and claims information, please visit https://cases.stretto.com/Azul or call (833) 888-8055 (toll-free) or (949) 556-3896 (international). About Azul Azul S.A. (B3: AZUL4, NYSE: AZUL), the largest airline in Brazil by number of flight departures and cities served, offers 900 daily flights to over 150 destinations. With an operating fleet of over 200 aircrafts and more than 15,000 Crewmembers, the Company has a network of 300 non-stop routes. Azul was named by Cirium (leading aviation data analysis company) as the most on-time airline in the world in 2023. In 2020 Azul was awarded best airline in the world by TripAdvisor, the first time a Brazilian flag carrier earned the number one ranking in the Traveler's Choice Awards. On the Web: http://www.voeazul.com.br/imprensa On May 28, 2025, Azul S.A. and 19 affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 25-11176). The cases are pending before the honorable Judge Sean H. Lane. The Company is supported by Davis Polk & Wardwell LLP, White & Case LLP, and Pinheiro Neto Advogados as legal counsel; FTI Consulting as financial advisor; Guggenheim Securities, LLC as investment banker; SkyWorks Capital LLC as fleet advisor; and FTI Consulting, C Street Advisory Group, and MassMedia as strategic communications advisors. Stretto is the claims agent. The Participating Lenders are supported by Cleary Gottlieb Steen & Hamilton LLP and Mattos Filho as legal counsel and PJT Partners as investment banker. United Airlines is supported by Hughes Hubbard & Reed LLP and Sidley Austin LLP as legal counsel and Barclays Investment Bank as investment banker. American Airlines is supported by Latham & Watkins LLP as legal counsel. AerCap is supported by Pillsbury Winthrop Shaw Pittman LLP as legal counsel. AZUL S.A.: NYSE to Initiate Delisting Process Against Co. --------------------------------------------------------- Peter Frontini of Bloomberg Law reports that the New York Stock Exchange has begun the process of delisting the American Depositary Shares (ADSs) of Brazilian airline Azul, according to a statement. The exchange cited Azul's Chapter 11 bankruptcy filing as the reason the company no longer qualifies for listing. Azul has informed the NYSE that it will not request a review of the decision, the report states. About Azul SA Azul SA is Brazil's third-largest airline. The company operates a major air transportation network providing scheduled passenger services across Brazil and to international destinations. Founded in 2008, Azul has grown to become one of Brazil's leading carriers with a focus on domestic routes and connecting previously underserved markets throughout the country. Azul SA and affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 25-11176) on May 28, 2025. In its petition, the Debtor reports $4.5 billion in assets and $9.6 billion in liabilities. The Debtor is represented by Timothy Graulich, Esq. at Davis Polk & Wardwell LLP. The Debtor's Financial Advisor / CRO is Samuel Aguirre at FTI Consulting Inc. and its Claims Agent is Stretto, Inc. AZUL S.A.: Senior Lenders Agree to Equitize Claims -------------------------------------------------- AZUL S.A. said in U.S. bankruptcy court filings that senior lenders have agreed to equitize a large portion of their claims to help the company cut $2 billion in debt. The proposed restructuring, once effectuated, will (a) reduce funded debt by over $2.0 billion, (b) provide the Company with approximately $670 million of new capital to bolster liquidity during the restructuring process, and (c) provide up to approximately $950 million of new equity investments upon emergence to address the debtor in possession financing raised in the Chapter 11 Cases and to optimize the size and cost structure of Azul's fleet and supply chain. The airline disclosed $4.5 billion in assets against $9.6 billion in total liabilities. As of the Petition Date, the Debtors have funded debt of $3.031 billion. Brazilian Airline's Woes Azul is the largest airline in Brazil in terms of departures and cities served, operating 900 daily departures to 137 destinations and maintaining a network of 273 non-stop routes in Brazil. The airline is the sole operator on more than 83% of its routes and the leading carrier by departure in 129 Brazilian cities. Azulhas a fleet of 226 aircraft and has over 16,000 employees. Since 2020, Azul has encountered a series of compounded challenges stemming from the COVID-19 global crisis, which crippled the aviation industry. Amidst a sharp market downturn during the pandemic, and without funding in Brazil, Azul turned to the private debt and equity markets to address its losses. In addition, the Debtors' businesses and liquidity were substantially stressed in 2024 due to, among other things, high foreign exchange rates. The Debtors have concluded that they simply cannot continue to borrow money to fund largely pandemic-related losses. "As a result, the Debtors concluded that it is in the best interests of their businesses and stakeholders to significantly equitize their existing secured debt, rationalize their fleet, and address their payables balance through an expeditious chapter 11 process. This view is shared by its senior lenders, who have invested more than $2 billion of debt capital in the Debtors’ businesses, and who have agreed to equitize a large portion of that debt," Fabio Barros Franco de Campos, Chief Institutional and Corporate Officer of Azul, said in court filings. The macroeconomic and industry headwinds were not unique to Azul; its main competitors -- the South American carriers Latam and Gol -- have similarly sought bankruptcy protection under restructuring regimes in the U.S. After evaluating all available alternatives, the Debtors concluded that commencement of the Chapter 11 cases was the most viable path to preserve value and ensure long-term sustainability Discussions With Parties In the spring of 2025, the Debtors embarked on a comprehensive strategic transformation to improve its financial profits and re-align its business model to adapt to the current macroeconomic and competitive landscape. In this context, the Debtors entered discussions regarding the restructuring of its key debt facilities and lease agreements. The Debtors worked with its investment banker, Guggenheim Securities, LLC, legal counsel, Davis Polk & Wardwell LLP, and White & Case LLP, local counsel, Pinheiro Neto Advogados, fleet advisor, SkyWorks Capital LLC, and financial advisor, FTI Consulting Inc., to assist with the restructuring efforts and to facilitate the commencement of the Chapter 11 cases. The Debtors continuously assessed options to refinance its upcoming maturities and focused on evaluating various transactions that could right-size its assets and capital structure and set the Debtors on a path for long-term success despite industry-wide and macroeconomic headwinds. The Debtors, with the assistance of their advisors, engaged in extensive good-faith negotiations with key parties culminating on May 27 and May 28, 2025 with the execution of the Restructuring Support Agreement with the parties: * Bondholder RSA. The Debtors have reached a deal with holders of existing Superpriority Notes, 1L Notes, 2L Notes, Convertible Debentures, and Bridge Notes (the "Consenting Bondholders"). The Bondholders RSA provides that: -- Certain Consenting Bondholders will provide a debtor in possession facility ("DIP Facility") that consists of a $1.571 billion superpriority senior secured multi-draw term loan credit facility that will provide the Debtors with $671 million of working capital term loans, including an initial new money draw in the aggregate principal amount of $250 million available upon commencement of the Chapter 11 cases and the balance to be funded through two subsequent draws. -- There will be a fully backstopped $650 million equity rights offering through which the reorganized Debtors will raise fresh equity, subject to specific conditions. -- Holders of the 1L Notes, 2L Notes, and Convertible Debentures will be equitized, receiving new common equity in the reorganized Debtors. * AerCap RSA. AerCap, the lessor of more than a majority of the aircraft leased to the Debtors, has agreed to restructure and modify certain lease and other financial obligations to provide the Debtors with increased liquidity and meaningful savings in connection with the operation of their fleet. In addition, AerCap will assist with the Debtors' fleet rationalization process aimed at right-sizing Azul's fleet with respect to certain aircraft. * Strategic Partners RSA. Each of United Airlines, Inc. and American Airlines, Inc., has agreed to form a strategic partnership with, and provide new capital to, the Debtors, subject to the satisfaction of conditions. United and American have committed to provide a minimum of $200 million, but up to $300 million of additional new equity, subject to certain conditions. They will assist in the Company's formulation of its long-term business plan and with the Debtors' efforts to optimize their fleet and supply chain. The RSAs are further supported by David Gary Neeleman, Jose Mario Caprioli dos Santos, TRIP Participaçoes S.A., TRIP Investimentos Ltda., and Rio Novo Locaçoes Ltda., each solely in their respective capacity as a holder of prepetition equity interests in the Company (the "Consenting Shareholders"). About Azul Azul S.A. (B3: AZUL4, NYSE: AZUL), the largest airline in Brazil by number of flight departures and cities served, offers 900 daily flights to over 150 destinations. With an operating fleet of over 200 aircrafts and more than 15,000 Crewmembers, the Company has a network of 300 non-stop routes. Azul was named by Cirium (leading aviation data analysis company) as the most on-time airline in the world in 2023. In 2020 Azul was awarded best airline in the world by TripAdvisor, the first time a Brazilian flag carrier earned the number one ranking in the Traveler's Choice Awards. On the Web: http://www.voeazul.com.br/imprensa On May 28, 2025, Azul S.A. and 19 affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 25-11176). The cases are pending before the honorable Judge Sean H. Lane. The Company is supported by Davis Polk & Wardwell LLP, White & Case LLP, and Pinheiro Neto Advogados as legal counsel; FTI Consulting as financial advisor; Guggenheim Securities, LLC as investment banker; SkyWorks Capital LLC as fleet advisor; and FTI Consulting, C Street Advisory Group, and MassMedia as strategic communications advisors. Stretto is the claims agent. The Participating Lenders are supported by Cleary Gottlieb Steen & Hamilton LLP and Mattos Filho as legal counsel and PJT Partners as investment banker. United Airlines is supported by Hughes Hubbard & Reed LLP and Sidley Austin LLP as legal counsel and Barclays Investment Bank as investment banker. American Airlines is supported by Latham & Watkins LLP as legal counsel. AerCap is supported by Pillsbury Winthrop Shaw Pittman LLP as legal counsel. BAFFINLAND IRON: Moody's Appends 'LD' Designation to 'Caa3-PD' PDR ------------------------------------------------------------------ Moody's Ratings appended a limited default "/LD" designation to Baffinland Iron Mines Corporation's (Baffinland) probability of default rating of Caa3-PD, changing it to Caa3-PD/LD. This action follows the company's May 2025 agreement with its syndicate lenders to reduce the amount of its $212.5 million revolving credit facility (RCF) to $158 million and extend the maturity by about six months to November 30, 2025. As of December 31, 2024 $177.0 million was drawn under the facility and letters of credit totaling $32.8 million have been issued. The "/LD" designation reflects the RCF extension which Moody's considers a distressed exchange and therefore a default under Moody's Ratings definition. The "/LD" designation appended to the PDR will be removed in a few business days. At the same time as the RCF extension, Baffinland also reached an agreement to extend its $75 million Export Development Canada (EDC) term credit facility to November 2025 from May 2025. Baffinland funded the reduced credit facility with cash largely received from shareholder royalty contributions and draws from the committed sales and offtake facility it signed with a third party provider earlier this year. Moody's sees the transaction outlined above as positive for the company because it allows Baffinland more time to determine its financing plan for a possible rail expansion to Steensby Port. However, the transaction is not transformational for the capital structure and it does not address the very high leverage of the company. Baffinland is a privately held company that owns the Mary River iron ore mine at the northern end of Baffin Island in the Nunavut Territory, Canada. All its common shares are all owned by Nunavut Iron Ore, Inc. (NIO). NIO is owned by the Energy & Minerals Group and ArcelorMittal Canada Inc. BEELINE HOLDINGS: Appoints Frank Knuettel II to Board of Directors ------------------------------------------------------------------ Beeline Holdings, Inc. announced the appointment of Frank Knuettel II to its Board of Directors. Mr. Knuettel brings more than two decades of executive leadership experience across dynamic, early-stage public companies in the technology and life sciences sectors. He currently serves as Chief Executive Officer of Channel Therapeutics Corporation since 2023, having started as CFO in 2022. Known for his operational discipline and M&A acumen, Mr. Knuettel has helped companies scale aggressively, including spearheading a revenue expansion at Unrivaled Brands from $10 million to $100 million annualized in just six quarters through strategic acquisitions. "Frank's addition to the board marks a pivotal moment in Beeline's growth story," said Nick Liuzza, CEO of Beeline. "His deep capital markets knowledge, proven ability to lead and scale businesses, and transactional experience across more than 15 M&A deals will be invaluable as we expand our footprint and product offerings in the investment lending market." Throughout his career, Mr. Knuettel has raised over $400 million in public and private capital and has held leadership roles at multiple high- growth companies, including CFO of IP Commerce, a fintech platform provider, and Chief Strategy Officer at MJardin Group. He currently serves on the board of Etheros Pharmaceuticals Corp. and has held board seats at both public and private companies. Mr. Knuettel holds a BA with honors in Economics from Tufts University and earned his MBA in Finance and Entrepreneurial Management from The Wharton School at the University of Pennsylvania. "I'm excited to join the Beeline board at such a dynamic time," said Mr. Knuettel. "The company's technology-driven approach to simplifying investment property financing has significant potential, and I look forward to supporting the team as they execute on their ambitious vision." About Beeline Holdings Beeline Financial Holdings, Inc. is a trailblazing mortgage fintech transforming the way people access property financing. Through its fully digital, Al-powered platform, Beeline delivers a faster, smarter path to home loans-whether for primary residences or investment properties. Headquartered in Providence, Rhode Island, Beeline is reshaping mortgage origination with speed, simplicity, and transparency at its core. The company is a wholly owned subsidiary of Beeline Holdings and also operates Beeline Labs, its innovation arm focused on next-generation lending solutions. Boca Raton, Florida-based Salberg & Company, P.A., the Company's auditor since 2024, issued a "going concern" qualification in its report dated April 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has incurred recurring losses and negative cash flows from operations since its inception, has a significant working capital deficit, and is dependent on debt and equity financing. These matters raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $66.5 million in total assets, $17.5 million in total liabilities, and a total stockholders' equity of $49 million. BEELINE HOLDINGS: Borrows $250K via Promissory Note Due July 13 --------------------------------------------------------------- Beeline Financial Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company borrowed $250,000 from an affiliate of one of the lenders and issued it a $250,000 non-convertible promissory note which is due on July 13, 2025, and bears interest computed at the per annum minimum Internal Revenue Service imputed as it may change from time-to-time prior to maturity. Such promissory note may be exchanged for convertible preferred stock of the Company having such terms as are reasonably acceptable to the Company and the lender. About Beeline Holdings Beeline Financial Holdings, Inc. is a trailblazing mortgage fintech transforming the way people access property financing. Through its fully digital, Al-powered platform, Beeline delivers a faster, smarter path to home loans-whether for primary residences or investment properties. Headquartered in Providence, Rhode Island, Beeline is reshaping mortgage origination with speed, simplicity, and transparency at its core. The company is a wholly owned subsidiary of Beeline Holdings and also operates Beeline Labs, its innovation arm focused on next-generation lending solutions. Boca Raton, Florida-based Salberg & Company, P.A., the Company's auditor since 2024, issued a "going concern" qualification in its report dated April 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has incurred recurring losses and negative cash flows from operations since its inception, has a significant working capital deficit, and is dependent on debt and equity financing. These matters raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $66.5 million in total assets, $17.5 million in total liabilities, and a total stockholders' equity of $49 million. BEELINE HOLDINGS: Extends Maturity of $538K Senior Notes to Aug. 14 ------------------------------------------------------------------- Beeline Financial Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into an agreement with certain secured lenders pursuant to which such lenders agreed to extend the maturity date of their respective Senior Secured Notes which were issued on November 14, 2024 having an aggregate principal amount of $538,000, as previously extended, to August 14, 2025. About Beeline Holdings Beeline Financial Holdings, Inc. is a trailblazing mortgage fintech transforming the way people access property financing. Through its fully digital, Al-powered platform, Beeline delivers a faster, smarter path to home loans-whether for primary residences or investment properties. Headquartered in Providence, Rhode Island, Beeline is reshaping mortgage origination with speed, simplicity, and transparency at its core. The company is a wholly owned subsidiary of Beeline Holdings and also operates Beeline Labs, its innovation arm focused on next-generation lending solutions. Boca Raton, Florida-based Salberg & Company, P.A., the Company's auditor since 2024, issued a "going concern" qualification in its report dated April 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has incurred recurring losses and negative cash flows from operations since its inception, has a significant working capital deficit, and is dependent on debt and equity financing. These matters raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $66.5 million in total assets, $17.5 million in total liabilities, and a total stockholders' equity of $49 million. BENSON HILL: Committee Taps Glassratner as Financial Advisor ------------------------------------------------------------ The official committee of unsecured creditors of Benson Hill, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Glassratner Advisory & Capital Group, LLC d/b/a B. Riley Advisory Services as financial advisor. The firm will provide these services: a. assist in the analysis, review, and monitoring of the restructuring process, including, but not limited to, an assessment of the unsecured claims pool and potential recoveries for unsecured creditors; b. assist the Committee in connection with the sales process for the assets of the Debtors; c. develop a complete understanding of the Debtors' businesses and their valuations; d. determine whether there are viable alternative paths for the disposition of the Debtors' assets from those currently or in the future proposed by any Debtor; e. assist the Committee in identifying, valuing, and pursuing estate causes of action, including, but not limited to, relating to prepetition transactions, control person liability, and lender liability; f. advise the Committee in negotiations with the Debtors and certain of the Debtors' lenders; g. assist the Committee in reviewing the Debtors' financial reports; h. review and provide analysis of the present and any subsequently proposed debtor-in-possession financing or use of cash collateral; i. assist the Committee in evaluating and analyzing avoidance actions, including fraudulent conveyances and preferential transfers; j. assist the Committee in investigating whether any unencumbered assets at Benson Hill, Inc., or any of its affiliated Debtors exist; k. attend meetings and assist in discussions with the Committee, the Debtors, the secured lenders, the U.S. Trustee and other parties in interest and professionals; l. present at meetings of the Committee, as well as meetings with other key stakeholders and parties; m. perform such other advisory services for the Committee as may be necessary or proper in these proceedings, subject to the aforementioned scope. The firm will be paid at these rates: Senior Managing, Directors $525 to $1,075 per hour Managing Directors $465 to $850 per hour Directors & Associates $265 to $625 per hour Other Staff $150 to $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Seth Freeman, managing director with GlassRatner Advisory & Capital Group, attests that GlassRatner is a "disinterested person" as that term is defined by Bankruptcy Code section 101(14). The Advisor can be reached through: Seth R. Freeman GlassRatner Advisory & Capital Group, LLC 100 Drakes Landing, Suite 1-305 Greenbrae, CA 94904 Direct: (415) 229-4860 Mobile: (925) 899-1550 Email: sfreeman@brileyfin.com About Benson Hill, Inc. Benson Hill, Inc. is an ag-tech company focused on innovating soy protein through advanced genetics. Using its CropOS technology platform, Benson Hill creates food and feed that are more nutritious, functional, and produced efficiently, offering sustainability benefits to the food and feed sectors. Benson Hill and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Lead Del. Case No. 25-10539) on March 20, 2025. The petitions were signed by Daniel Cosgrove as interim chief executive officer. In their petitions, the Debtors reported total assets of $137,542,000 and total debts of $110,701,000. Judge Thomas M. Horan handles the cases. The Debtors tapped Faegre Drinker Biddle & Reath, LLP as bankruptcy counsel; Piper Sandler as investment banker; Meru, LLC as financial advisor; and Stretto, Inc. as claims and noticing agent. BEYOND AIR: Balyasny Asset Holds 9.99% Equity Stake --------------------------------------------------- Balyasny Asset Management L.P., BAM GP LLC, Balyasny Asset Management Holdings LP, Dames GP LLC, and Dmitry Balyasny disclosed in a Schedule 13G (Amendment No. 1) filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, they beneficially own 12,290,913 shares of Beyond Air, Inc.'s common stock, par value $0.0001 per share. This includes 8,956,504 shares issuable upon exercise of warrants, representing 9.99% of the outstanding common stock of Beyond Air, Inc., based on the shares outstanding. Balyasny Asset may be reached through: Scott Schroeder / Authorized Signatory 444 West Lake Street, 50th Floor Chicago, IL 60606 Tel: 312-499-2999 A full-text copy of Balyasny Asset's SEC report is available at: https://tinyurl.com/4smevdv5 About Beyond Air Headquartered in Garden City, N.Y., Beyond Air, Inc. -- www.beyondair.net -- is a commercial-stage medical device and biopharmaceutical company developing a platform of nitric oxide generators and delivery systems (the "LungFit platform") capable of generating NO from ambient air. The Company's first device, LungFit PH, received premarket approval from the FDA in June 2022. The NO generated by the LungFit PH system is indicated to improve oxygenation and reduce the need for extracorporeal membrane oxygenation in term and near term (34 weeks gestation) neonates with hypoxic respiratory failure associated with clinical or echocardiographic evidence of pulmonary hypertension in conjunction with ventilatory support and other appropriate agents. East Hanover, New Jersey-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated June 24, 2024, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2024, Beyond Air had $34.1 million in total assets, $15.8 million in total liabilities, and $18.4 million in total equity. BLUM HOLDINGS: Amends $2M LOI to Buy NorCal Cannabis Retailer ------------------------------------------------------------- Blum Holdings, Inc., a California-based publicly traded holding company and cannabis operator, announced the execution of an Amended and Restated Binding Letter of Intent, as previously disclosed in press releases dated January 21, 2025 and February 4, 2025, to acquire 100% of the issued and outstanding common stock of a licensed retail cannabis operator located in Northern California. Upon closing, this transaction is expected to generate over $12 million in revenue more than doubling Blum's annual revenue, significantly strengthening the Company's retail presence and market position in California. Under the revised terms, total consideration remains $2 million, structured as follows: * $1.3 million in cash, including the assignment of a previously funded $500,000 senior convertible promissory note, which will be structured as a Seller Note at closing, secured by the Target, with a thirty-month maturity fully amortized at 8% simple interest. * $500,000 in common stock of the Company at a revised per-share valuation of $1.15, reflecting a nearly 40% improvement from the original terms. Additionally, the revised terms include the release of an escrowed payment of $800,000 immediately upon execution of the related Management Services Agreement, granting Blum immediate operational and economic control of the Target. The parties anticipate executing the MSA promptly. Blum expects to quickly finalize the definitive Stock Purchase Agreement and related transaction documentation. The final closing remains subject to customary state and municipal regulatory approvals. The transaction also features structured performance-based earn-outs aligned with specific revenue milestones for the twelve-month period following closing, strategically incentivizing the Target's management and ensuring alignment with Blum's long-term growth and profitability objectives. "This strategic acquisition marks another significant milestone in our ambitious journey," said Sabas Carrillo, Chief Executive Officer of Blum Holdings. "We remain relentlessly committed to reshaping the modern cannabis landscape through disciplined growth, operational excellence, and industry-leading profitability. This acquisition not only substantially grows our revenue base, it also accelerates our path to becoming one of the dominant brands in California's cannabis market. The improved terms reflect our commitment to collaborative partnerships and disciplined capital management, providing clear incentives for sustainable growth." No assurances can be provided that definitive agreements will be successfully negotiated, executed, or closed, or that necessary regulatory approvals will be obtained. About Blum Holdings Headquartered in Downey, California, Blum Holdings, Inc. -- www.blumholdings.com -- is a publicly listed parent company with operations across California, dedicated to delivering top-tier medical and recreational cannabis products and associated services. The Company is home to Korova, a brand of high potency products across multiple product categories, currently available in California. The Company formerly operated Blum Santa Ana, a premier cannabis dispensary in Orange County, California, which was sold in June 2024. The Company previously owned dispensaries in California which operated as Blum in Oakland and Blum in San Leandro, which were sold in November 2024. In May 2024, the Company began operating the retail store, Cookies Sacramento, and providing consulting services for two additional dispensaries located in Northern California. The Company is organized into two reportable segments: (i) Cannabis Retail – Includes cannabis-focused retail, both physical stores and non-store front delivery; and (ii) Cannabis Distribution – Includes cannabis distribution operations. Costa Mesa, California-based GuzmanGray, the Company's auditor since 2024, issued a "going concern" qualification in its report dated March 13, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has a significant working capital deficiency and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, Blum Holdings had $24.82 million in total assets, $29.56 million in total liabilities, $2.01 million in mezzanine equity, and a total stockholders' deficit of $6.75 million. As of Dec. 31, 2024, the Company had $1.04 million of cash and cash equivalents. BLUM HOLDINGS: Signs $562K Stock Deal for Cookies Affiliate ----------------------------------------------------------- Blum Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a binding term sheet with a holding company ("Target Entity") that holds an equity interest in Cookies Creative Consulting & Promotions, Inc. pursuant to which the Company intends to enter into a Share Exchange Agreement or similarly situated document whereby a wholly owned subsidiary of the Company ("Blum Acquisition Co."), will acquire 100% of the membership interests of Target Entity. Upon closing of the Transaction, the Company shall issue 489,131 shares of common stock of the Company, par value $0.001 and a common stock purchase warrant to acquire, in the aggregate, up to 30,762 shares of Common Stock, at an exercise price of $0.64 per share. The aggregate value exchanged is expected to equal to $562,500. The Transaction structure is yet to be determined based on the due diligence findings as well as business, legal, tax, accounting and other considerations. Each of the parties' obligations to close the Transaction will be subject to customary conditions and other conditions agreed to by the parties to be included in the definitive agreements for the Transaction, including but not limited to the receipt of all necessary approvals and consents required by each party to complete the Transaction. No assurances can be made that the Company will be successful in completing the Transaction. The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of such Term Sheet, which is available at https://tinyurl.com/5cmn9fh2 About Blum Holdings Headquartered in Downey, California, Blum Holdings, Inc. — www.blumholdings.com — is a publicly listed parent company with operations across California, dedicated to delivering top-tier medical and recreational cannabis products and associated services. The Company is home to Korova, a brand of high potency products across multiple product categories, currently available in California. The Company formerly operated Blum Santa Ana, a premier cannabis dispensary in Orange County, California, which was sold in June 2024. The Company previously owned dispensaries in California which operated as Blum in Oakland and Blum in San Leandro, which were sold in November 2024. In May 2024, the Company began operating the retail store, Cookies Sacramento, and providing consulting services for two additional dispensaries located in Northern California. The Company is organized into two reportable segments: (i) Cannabis Retail – Includes cannabis-focused retail, both physical stores and non-store front delivery; and (ii) Cannabis Distribution – Includes cannabis distribution operations. Costa Mesa, California-based GuzmanGray, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Mar. 13, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has a significant working capital deficiency and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, Blum Holdings had $24.82 million in total assets, $29.56 million in total liabilities, $2.01 million in mezzanine equity, and a total stockholders' deficit of $6.75 million. As of Dec. 31, 2024, the Company had $1.04 million of cash and cash equivalents. BOUNDLESS BROADBAND: Case Summary & 30 Top Unsecured Creditors -------------------------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Boundless Broadband LLC (Lead Case) 25-10948 NTBB, LLC Tilson Broadband 13 W Main Street P.O. Box 953 Felton DE 19943 Tilson Technology Management, Inc. 25-10949 Tilson Middle Street Holding, LLC 25-10950 16 Middle Street 4th Floor Portland ME 04101 Business Description: Tilson Technology Management, Inc. (TTMI) is a U.S.-based digital infrastructure firm that provides consulting, design-build, and maintenance services focused on fiber and wireless networks. Founded in 1996, the Company began as a technology training and IT consulting provider before expanding into telecommunications in 2008. TTMI operates subsidiaries including Tilson Middle Street Holding, LLC, which owns its Portland, Maine headquarters, and Boundless Broadband, LLC, which manages its small retail broadband operations in Vermont. Chapter 11 Petition Date: May 29, 2025 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Brendan Linehan Shannon Debtors' Bankruptcy Counsel: Evan T. Miller, Esq. Monique B. DiSabatino, Esq. Paige N. Topper, Esq. SAUL EWING LLP 1201 N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899 Tel: (302) 421-6800 Email: evan.miller@saul.com monique.disabatino@saul.com paige.topper@saul.com - and - Lindsay K. Milne, Esq. Adam R. Prescott, Esq. Letson D. Boots, Esq. BERNSTEIN, SHUR, SAWYER & NELSON, P.A. 100 Middle Street PO Box 9729 Portland, Maine 04104 Tel: (207) 774-1200 Fax: (207) 774-1127 Email: lmilne@bernsteinshur.com aprescott@bernsteinshur.com lboots@bernsteinshur.com Debtors' Restructuring Advisor: ALASTAR PARTNERS, LLC Debtors' Claims & Noticing Agent: OMNI AGENT SOLUTIONS, INC. Boundless Broadband's Estimated Assets: $0 to $50,000 Boundless Broadband's Estimated Liabilities: $0 to $50,000 Tilson Technology's Estimated Assets: $100 million to $500 million Tilson Technology's Estimated Liabilities: $100 million to $500 million Tilson Middle's Estimated Assets: $1 million to $10 million Tilson Middle's Estimated Liabilities: $1 million to $10 million The petitions were signed by Darrell Ingram as chief executive officer. Full-text copies of the petitions are available for free on PacerMonitor at: https://www.pacermonitor.com/view/JWGKI2Y/Boundless_Broadband_LLC__debke-25-10948__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/HT4IRYQ/Tilson_Technology_Management_Inc__debke-25-10949__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/OXTTTYI/Tilson_Middle_Street_Holding_LLC__debke-25-10950__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Holman Vendor $10,425,598 Attn: Danielle O'Hara P.O. Box 8500-4375 Philadelphia, PA 19178 Phone: 856-778-6329 Email: fleetcashapps@holman.com 2. AWP Safety Vendor $4,258,135 Attn: Stacy Geremia-Paulicano PO Box 103685 Pasadena, CA 91189-3685 Phone: 805-929-5070 Email: arwest@awpsafety.com 3. Lanz Construction LLC Vendor $3,576,489 Attn: Sandy Lanz 6215 Bryce Canyon Ave Las Vegas, NV 89156 Phone: 702-981-4307 Email: sandy@lanzconstructionllc.com 4. Internal Revenue Service Taxing Authority $2,010,000 Attn: Scott Miller Bankruptcy Specialist Centralized Insolvency Operation PO Box 7346 Philadelphia, PA 19101-7346 Fax: 855-383-9723 Email: scott.miller@irs.gov 5. National Trench Safety, Inc Vendor $1,618,658 Attn: Maria Hancock 260 N Sam Houston Pkwy E Ste 200 Houston, TX 77060 Phone: 832-200-0988 Email: achpayment@ntsafety.com 6. The Barricade Co, LLC Vendor $1,519,305 Attn: Faith Agnew 2530 Marion Dr Las Vegas, NV 89115 Phone: 702-728-6179 Emails: faith@barricadeco.com, mmason@contractoraccounting.us 7. Quail Construction Vendor $1,434,177 Attn: Colby Stumm 60 E Rio Salado Pkwy Tempe, AZ 85281 Phone: 602-540-9855 Emails: cstumm@quailcorp.com, quail.a-r@quailcorp.com 8. C&C Properties Group Inc Vendor $1,185,978 dba Core Trucking Attn: Christy Hadorn 3153 E Warm Springs Rd Ste 200 Las Vegas, NV 89120 Phone: 702-589-0292 Email: christy@coretrucking.com 9. J&J Enterprises Services Inc Vendor $1,165,523 5920 W Cougar Ave Las Vegas, NV 89139 Phone: 702-361-2914 Email: info@jandjasphalt.com 10. IMMCO, Inc Vendor $1,098,827 Attn: Gary Tudor 230 Mountain Brook Ct Canton, GA 30115 Phone: 404-805-5158 Email: accounts@immcoinc.com 11. 4G Concrete LLC Vendor $962,112 Attn: Matthew Gates 294 Clayton St Las Vegas, NV 89110 Phone: 702-817-6577 Email: 4gconcretellc@gmail.com 12. TD Bank Vendor $857,881 1701 Rte 70 E Cherry Hill, NJ 08003 Phone: 866-251-3552 13. JK Communications & Vendor $723,824 Construction, Inc. dba Kleven Attn: John Mason 110 S Priest Dr Tempe, AZ 85281 Phone: 480-749-1109 Email: jmason@klevcon.com 14. Liberty Mutal Insurance Vendor $715,169 Attn: Sara High P.O. Box 1449 New York, NY 10116-1449 Email: sara.high@LibertyMutual.com 15. Roadsafe Traffic Sys, Inc. Vendor $678,061 Attn: Crystal Boucher 55 Bodwell St Avon, MA 02322 Email: mcastilleja@roadsafetraffic.com 16. Sierra Ready Mix Vendor $608,843 Attn: James Woods 4150 Smiley Rd N Las Vegas, NV 89081 Phone: 702-644-8700 Email: jwoods@srmlv.com 17. Black Hills Trenching & Boring LLC Vendor $598,686 Attn: Joe Donarski P.O. Box 490 Spearfish, SD 57783 Phone: 605-641-1584 Email: bhtbunderground@hotmail.com 18. Day Excavation LLC Vendor $581,562 Attn: Christopher Day 801 Prescott Heights Dr Prescott, AZ 86301 Phone: 928-925-3960 Email: dayexcavationllc@outlook.com 19. Ditch Witch West Vendor $554,473 P.O. Box 35144, 5077 Seattle, WA 98124-5144 Phone: 541-681-5335 Email: rpape@pape.com; mwilliams@ditchwitchwest.com 20. Sunrise Paving, Inc. Vendor $542,767 Attn: Robert Wadsworth 5580 S Fort Apache Rd Las Vegas, NV 89148 Phone: 702-994-8500 Email: accountsreceivable@sunrisepaving.com 21. Global Technology Associates, LLC Vendor $499,177 Attn: Van Phan 1890 Preston White Dr Reston, VA 20191 Phone: 571-547-2628 Email: van.phan@nextgengr.com 22. TEP OpCo, LLC Vendor $489,025 Attn: Diane Smith 326 Tryon Rd Raleigh, NC 27603 Phone: 919-661-6351 Email: Deposits@tepgroup.net 23. De Lage Landen Financial Vendor $474,294 Services, Inc. Attn: Tara Gransich P.O. Box 825736 Philadelphia, PA 19182-5736 Phone: 800-736-0220 Email: eft@leasedirect.com 24. Crayon Software Experts Vendor $473,577 Attn: Marian Fazzio 12221 Merit Dr Dallas, TX 75251 Phone: 463-983-0290 Email: ar.us@crayon.com 25. Techwave Consulting Vendor $400,697 Attn: Francisco Huang 13501 Katy Fwy Houston, TX 77079 Phone: 832-368-0357 Email: francisco.huang@techwave.net; accounts@techwave.net 26. LifeXpeed Fi LZ LLC Vendor $397,510 Attn: Zach Wittenberg 11644 W Puritan Dr Boise, ID 83709 Phone: 239-877-6472 Email: partnerships@lifexpeedfi.com; jeff@atlas-telco.com 27. Prodiconn Solutions, Inc. Vendor $380,128 Attn: Reno Mistrelli 149 Ferryboat Ln, Ste 177 New Braunfels, TX 78130 Phone: 949-307-2972 Email: accounting@prodiconn.com; accounting@eaglecapitalcorp.com 28. Stantec Consulting Services Inc. Vendor $377,981 Attn: Patricia Thompson 150 N 200 E. Ste 201 St. George, UT 84790 Phone: 587-815-5420 Email: eft@stantec.com 29. Sunbelt Rentals Vendor $370,562 Attn: Anna Clark P.O. Box 409211 Atlanta, GA 30384-9211 Phone: 800-508-4756 Email: anna.clark@sunbeltrentals.com 30. Dominus Construction LLC Vendor $365,443 Attn: Brian Salinas 1375 S Nelson Dr Chandler, AZ 85226 Phone: 602-708-6260 Email: brian@dominusconstruction.net BOYD GAMING: Egan-Jones Retains BB- Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on May 8, 2025, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Boyd Gaming Corporation. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Las Vegas, Nevada, Boyd Gaming Corporation is a casino entertainment company. BP PURCHASER: Blackstone Marks $7.5 Million 1L Loan at 15% Off -------------------------------------------------------------- Blackstone Secured Lending Fund has marked its $7,566,000 loan extended to BP Purchaser, LLC to market at $6,431,000 or 85% of the outstanding amount, according to Blackstone's Form 10-Q for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. Blackstone is a participant in a First Lien Loan to BP Purchaser, LLC. The loan accrues interest at a rate of 10.06% per annum. The loan matures on October 19, 2028. Blackstone, is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified, closed-end management investment company. The Company is externally managed by Blackstone Private Credit Strategies LLC, and Blackstone Credit BDC Advisors LLC. Additionally, Blackstone Private Credit Strategies LLC, in its capacity as the administrator to the Company, and the Sub-Administrator provide certain administrative and other services necessary for the Company to operate. Blackstone is led by Brad Marshall as Co-Chief Executive Officer, Jonathan Bock as Co-Chief Executive Officer, and Teddy Desloge as Chief Financial Officer. The Company can be reach through: Brad Marshall Blackstone Secured Lending Fund 345 Park Avenue, 31st Floor New York, NY 10154 Telephone: (212) 503-2100 About BP Purchaser, LLC BP Purchaser, LLC is engaged in the distribution of consumer goods in the U.S. BPPH2 LIMITED: Blackstone Marks $3.2 Million 1L Loan at 29% Off --------------------------------------------------------------- Blackstone Secured Lending Fund has marked its CAD $3,289,000 loan extended to BPPH2 Limited to market at CAD $2,343,000 or 71% of the outstanding amount, according to Blackstone's Form 10-Q for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. Blackstone is a participant in a First Lien Loan to BPPH2 Limited. The loan accrues interest at a rate of 8.99% per annum. The loan matures on March 16, 2028. Blackstone, is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified, closed-end management investment company. The Company is externally managed by Blackstone Private Credit Strategies LLC, and Blackstone Credit BDC Advisors LLC. Additionally, Blackstone Private Credit Strategies LLC, in its capacity as the administrator to the Company, and the Sub-Administrator provide certain administrative and other services necessary for the Company to operate. Blackstone is led by Brad Marshall as Co-Chief Executive Officer, Jonathan Bock as Co-Chief Executive Officer, and Teddy Desloge as Chief Financial Officer. The Company can be reach through: Brad Marshall Blackstone Secured Lending Fund 345 Park Avenue, 31st Floor New York, NY 10154 Telephone: (212) 503-2100 About BPPH2 Limited BPPH2 Limited is engaged in providing diversified consumer services in the U.S. BRAND INDUSTRIAL: S&P Alters Outlook to Negative, Affirms 'B-' ICR ------------------------------------------------------------------ S&P Global Ratings revised its outlook to negative from stable and affirmed all ratings including the 'B-' issuer credit rating on U.S.-based Brand Industrial Services Inc. The negative outlook reflects the possibility that S&P could downgrade Brand's rating within the next 12 months if the company's operating performance deteriorates beyond its base case causing cash burn to be materially more negative and a further drain on Brand's liquidity. Brand's depressed operating performance led to accelerated cash burn and worsening credit metrics. The company reported stagnant revenue growth in 2024, which continued into the first quarter of 2025 and S&P expects will continue throughout the remainder of the year. At the same time, S&P Global Ratings-adjusted EBITDA margins deteriorated to 7.2% in the first quarter of 2025, below 10.3% a year before. The deterioration in operating performance reflects lower volumes in the company's commercial end markets due to lower new constructions starts as projects get delayed amid economic uncertainty. This decline has primarily affected the company's rental business, which is typically higher margin, resulting in an outsized effect on EBITDA and margins. S&P said, "Brand's commercial work has an overweight to multi-family residential and office construction, which has seen a steeper decline than other commercial end markets and we expect this decline to continue through the first half of the year before some moderation. Brand experienced a material decline in its Canadian multi-family residential volumes during the first quarter, further adding to the strain in the company's commercial operating performance." Though the company reported positive growth in its semiconductor and industrial manufacturing end markets, this growth was offset by the decline in its commercial end markets. The reduction in earnings has resulted in an elevated level of free cash flow deficits and total cash burn, diminishing the company's liquidity profile. Brand experienced reported free cash flow deficits of $124 million in 2024, which was partially offset by asset sales of approximately $99 million, reducing the net effect on cash burn. S&P said, "However, we note that as of the first quarter, reported free cash flow deficits on an LTM basis have grown to $174 million. The company's total liquidity profile has deteriorated by approximately $152 million through the first quarter compared to year end 2024, to approximately $475 million. Historically, the company exhibits seasonality with higher cash burn in the first quarter, but cash burn in the first quarter of 2025 was higher than our prior expectations due to a combination of weaker earnings, higher cash interest burden and higher working capital outflows." S&P said, "We expect the company's operating performance will remain depressed during the first half of the year, with a minimal rebound in the back half of the year. We expect new construction starts will continue to experience a decline through the second quarter of 2025, which will likely result in a continued decline in year-over-year revenue growth and EBITDA generation for Brand through the second quarter, partially offset by some volume and pricing growth in its industrial end markets. In the back half of the year, we expect a minimal rebound in new construction starts, which will likely lead to modest revenue and EBITDA expansion relative to the back half of 2024. We expect revenue expansion will be aided by continued momentum in semiconductor and industrial manufacturing activity due to increased onshoring efforts in the U.S. and in some commercial end markets such as academia and hospitals. As a result, we expect Brand will experience flat to moderately negative revenue growth in 2025. "Given the expectation for continued headwinds in the company's commercial end markets, we foresee continued pressure on margins. We forecast Brand's S&P Global Ratings-adjusted EBITDA margins will deteriorate to high-9% in 2025, a meaningful decline relative to 10.9% in 2024 and well below our prior expectations for about 12.5% in 2025. Therefore, we now expect Brand's leverage will be in the high-7x to low-8x range at the end of 2025, which is about a turn higher than we had previously expected and from where it ended 2024 at 7x. "We believe the deterioration of the company's credit metrics constrain its financial flexibility to withstand further weakening operating performance. During the first quarter of 2025, the company's cash burn was materially higher than our prior expectations with availability under its revolving credit facility balance contracting by $151 million (including the expiration of approximately $36 million in commitments) while cash in hand declined modestly by $1.4 million. This follows the company's $100 million incremental notes it issued earlier in the quarter. Due to our expectations for continued weak operating performance in 2025, we forecast higher than anticipated FOCF deficits in the range of $150 million-$170 million (up from our expectations of $70 million to $90 million at the beginning of the year), partially offset by asset sales in the regular course of business which we assume at approximately $95 million, in line with prior years. While liquidity remains adequate with approximately $112 million in cash and $364 million of revolver availability, we estimate sustained cash burn would strain the company's liquidity and constrain the company's ability to reduce leverage. Brand's liquidity profile could further deteriorate absent a more material than anticipated rebound. This would put the company at risk of an unsustainable capital structure, which could result in a downgrade. "The negative outlook reflects the possibility that we could downgrade Brand's rating within the next 12 months if the company's operating performance deteriorates beyond our base case causing cash burn to be materially more negative and a further drain on Brand's liquidity. "We could lower our ratings on Brand if its EBITDA margins weaken further or if revenue declines materially, resulting in sustained and increased cash burn, leading us to believe its financial commitments are unsustainable. This could occur if the company's mix continues to shift away from higher margin commercial end markets and rental activity, which would also likely result in a decline in total revenue. "We could revise our outlook on Brand to stable if operating performance rebounds, resulting in sustained breakeven to positive cash generation (free cash flow plus regular asset sales as part of the company's normal course of business) in conjunction with an improving leverage profile." BRIGHTLINE EAST: S&P Lowers 144A Notes Rating to 'CCC+' ------------------------------------------------------- S&P Global Ratings lowered the rating on Brightline East LLC's (Parent) $1.119 billion of 144A notes to 'CCC+' from 'B-'. This follows the one-notch downgrade of Brightline Trains Florida LLC (OpCo)'s unenhanced bonds and the underlying rating (SPUR) on the bonds, guaranteed by Assured Guaranty Inc. to 'BB+'. Parent is a project finance holding company above Brightline Trains Florida. The Parent downgrade reflects a higher likelihood that Opco will not generate sufficient cash flow to provide distributions to the Parent before its reserves are exhausted. Also, there is an increasing risk for a distressed debt exchange at Brightline East, in S&P's view, because bonds are trading at well below par value. The recovery rating remains '4, indicating average recovery (rounded estimate: 30%) in the event of a payment default. The negative outlook reflects that the remainder of this year is critical for Opco's performance. It will need significant and steady improvement in ridership, revenue, and fares to meet our forecast. Failure to achieve OpCo's projections could include an inability to control costs or weakening economic conditions that lead to lower ratings at both OpCo and Parent. S&P could lower the rating at the Parent level should a distressed exchange become a more likely possibility. The 'CCC+' rating and negative outlook on Brightline East's notes reflect the increasing risk that the company might not receive distributions from OpCo before its reserves are exhausted, expected in January 2027. For OpCo to distribute cash to Parent, it is subject to a distribution test of 1.3x (backward and forward) and, importantly, certain OpCo reserves must be filled to specified amounts. As such, Parent is fully exposed to the financial performance of OpCo. Slower ramp-up in ridership revenues, higher unexpected costs, and debt costs associated with a revolver used to fund reserves at OpCo have increased the likelihood Parent might not receive distributions from OpCo before it exhausts reserves in January 2027. This and higher than expected legal and professional costs of about $5 million at the Parent level have reduced liquidity, further exacerbating the risk of default in 2027. S&P said, "OpCo is a private rail service connecting Miami and Orlando, Fla. Our downgrade of OpCo to 'BB+' from 'BBB-' is due to continued slower than expected ramp-up in ridership revenues and materially higher-than-expected costs. That and higher debt costs associated with a fully drawn revolver have reduced its liquidity cushion, no longer supporting an investment-grade rating. "Parent's bonds are trading significantly below par, which could lead to a distressed exchange. Furthermore, we have recently revised downwards our macroeconomic forecast. A weaker economic environment or extended macroeconomic uncertainty could amplify the already substantial execution risks OpCo faces in reaching its performance targets. "The negative outlook reflects that the remainder of 2025 is critical for OpCo performance. It will need significant and steady improvement in its ridership, revenue, and fares to meet our expectation. The addition of new capacity and the ability to increase fares will be needed to put the company on a path toward its expected ramp-up and rider stabilization. Failure to achieve OpCo projections could include an inability to control costs or weakening economic conditions that lead to lower ratings at both OpCo and Parent. Also, at the Parent level, we could lower the rating further should a distressed exchange become a more likely possibility. "We could lower the rating over the next 6-12 months if performance at OpCo remains at levels (revenues about 20% beneath our base-case forecast) or there is no material improvement in the reserve shortfall ($67 million below our downside expectations as of Dec 31, 2024) at OpCo, and the company continues to rely on revolver usage to fund reserves such that a default is inevitable at the Parent level. A downgrade is also possible if we expect a distressed exchange offer over the next 12 months. "While unlikely within the next year or so, we would revise the outlook to stable if performance at OpCo starts to approach our base-case assumptions, reserves at OpCo increase to amounts in line with our expectations, and we expect the possibility of a debt service shortfall in 2027 at Brightline East to be remote." BRIGHTLINE TRAINS: S&P Lowers Unenhanced Bonds Rating to 'BB+' -------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on the unenhanced bonds issued to benefit the Brightline Trains Florida LLC (OpCo) project to 'BB+' from 'BBB-' and the underlying rating on the bonds guaranteed by Assured Guaranty Inc. (AG). S&P rates the $1.133 billion bonds guaranteed by AG 'AA'. The downgrade is due to materially higher-than-expected costs and higher debt costs associated with a fully drawn revolver and continued slower ramp-up in ridership revenues that have significantly reduced OpCo's liquidity cushion such that it does not support an investment-grade rating. The recovery rating is '3', indicating meaningful recovery (rounded estimate: 60%) in the event of a payment default. The negative outlook reflects that the remainder of 2025 is critical for OpCo's performance. It will need significant improvement in ridership, revenue, and fares to meet S&P's forecast. Failure to achieve OpCo projections could include an inability to control costs or weakening economic conditions that lead to lower ratings at both OpCo and parent Brightline East LLC. S&P said, "There is de minimis coverage under the downside to support an investment-grade rating because project liquidity reserves are lower than our forecast by $67 million. We received new information about the reserve balances, indicating that the liquidity shortfall under our downside as of Dec. 31, 2024, is $7 million more than we thought. As of Dec 31, 2024 the ramp-up reserve was funded by a grant of $34 million, $45 million from a drawn revolver, and about $4 million cash. The drawn revolver adds to the debt expense and depletes liquidity. Under our downside analysis, the project doesn't default but only has a de minimis liquidity cushion of about $98,000 during the ramp-up phase through 2028. "The project incurred significant unexpected costs of about $150 million in 2024. Management attributes them to construction, IT consulting and legal expense, and some catch-up insurance costs from shared operations with Florida East Coast Railway. Management does not think these costs will recur. OpCo is a private rail service connecting Miami and Orlando, Fla. The downgrade is due to continued slower than expected ramp-up in ridership revenues and materially higher-than-expected costs. That and higher debt costs associated with a fully drawn revolver have reduced its liquidity cushion, no longer supporting an investment-grade rating. "Long-distance fare revenue has been weaker than expected, and capacity constraints should be resolved as new trains are put in service. As outlined in our research update on Brightline published April 30, 2024, based on 2024 performance and expected new capacity additions, we revised some aspects our forecast. "The negative outlook reflects that the remainder of this year is critical for OpCo performance. It will need significant improvement in its ridership, revenue, and fares to meet our expectation. The addition of new capacity and ability to increase fares will be needed to put the company on a path toward its expected ramp-up and rider stabilization. Failure to achieve OpCo projections could include an inability to control costs or weakening economic conditions that lead to lower ratings at both OpCo and Brightline East. "We could lower the rating on OpCo within the next 12 months if ridership and fare performance fall short of our expectations, or expenses exceed our forecast, and, in turn, there is a material shortfall of liquidity to cover debt service in 2028. "We could revise the outlook to stable if performance during the ramp-up period approaches our base-case assumptions." BROOKDALE SENIOR: Camber Capital Holds 2.7% Stake as of March 31 ---------------------------------------------------------------- Camber Capital Management LP and Stephen DuBois disclosed in a Schedule 13G (Amendment No. 7) filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, they beneficially own 6,250,000 shares of Brookdale Senior Living Inc.'s common stock, $0.01 par value, representing approximately 2.7% of the outstanding common stock. Camber Capital Management LP may be reached through: Sean George, Chief Financial Officer 101 Huntington Avenue, Suite 2101 Boston, MA 02199 Tel: 617-717-6600 A full-text copy of Camber Capital's SEC report is available at: https://tinyurl.com/3d8ynhx2 About Brookdale Senior Living Headquartered in Brentwood, Tenn., Brookdale Senior Living Inc. operates senior living facilities in the United States. * * * Egan-Jones Ratings Company on January 14, 2025, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Brookdale Senior Living Inc. C.I.I. INC: Hires Campbell Jones Cohen as Accountant ---------------------------------------------------- C.I.I., Inc. d/b/a Cover It Window Fashions seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Campbell Jones Cohen, CPAs as accountant. The firm will assist in the determination of tax issues, and preparation of federal or state income tax returns. The firm will be paid at these rates: Lisa Jones, Managing Partner $375 per hour Krystal Walford, Managing Bookkeeper $175 per hour Brandon Jones, Senior Staffs $165 per hour Bookkeepers $135 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ms. Jones disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lisa Jones, CPA Campbell Jones Cohen, CPAs 6920 S. Cimarron Road, Suite 100 Las Vegas, NV 89113 Tel: (702) 255-2330 About C.I.I., Inc. d/b/a Cover It Window Fashions C.I.I., Inc., doing business as Cover It Window Fashions and Cover-It Window Fashions, was founded in 1995 and specializes in window coverings and interior design solutions, offering exclusively Hunter Douglas shades along with custom drapery design and fabrication. It also supplies Eclipse Zipper Track Exterior Screens and Awnings to enhance outdoor living spaces. The company delivers services like in-home consultations, measurements, and installations to customers in the Las Vegas region. C.I.I. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 25-10677) on February 6, 2025, listing total assets of $560,662 and total liabilities of $3,065,715. Corey B. Beck, Esq., at the The Law Office of Corey B. Beck, P.C. represents the Debtor. CANADIAN HOSPITAL: Blackstone Marks CAD$2.2-Mil. Loan at 32% Off ---------------------------------------------------------------- Blackstone Secured Lending Fund has marked its CAD$2,220,000 loan extended to Canadian Hospital Specialties Ltd. to market at CAD$1,505,000 or 68% of the outstanding amount, according to Blackstone's Form 10-Q for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. Blackstone is a participant in a First Lien Loan to Canadian Hospital Specialties Ltd. The loan accrues interest at a rate of 7.57% per annum. The loan matures on April 15, 2027. Blackstone, is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified, closed-end management investment company. The Company is externally managed by Blackstone Private Credit Strategies LLC, and Blackstone Credit BDC Advisors LLC. Additionally, Blackstone Private Credit Strategies LLC, in its capacity as the administrator to the Company, and the Sub-Administrator provide certain administrative and other services necessary for the Company to operate. Blackstone is led by Brad Marshall as Co-Chief Executive Officer, Jonathan Bock as Co-Chief Executive Officer, and Teddy Desloge as Chief Financial Officer. The Company can be reach through: Brad Marshall Blackstone Secured Lending Fund 345 Park Avenue, 31st Floor New York, NY 10154 Telephone: (212) 503-2100 About Canadian Hospital Specialties Ltd. Established 1967, Canadian Hospital Specialties Limited is a privately held medical device manufacturer and specialty distributor located in Oakville, Ontario. Customers served are in the acute hospital and non-acute healthcare space in Canada and internationally. CANADIAN HOSPITAL: Blackstone Marks CAD$29.2M 1L Loan at 32% Off ---------------------------------------------------------------- Blackstone Secured Lending Fund has marked its CAD$29,242,000 loan extended to Canadian Hospital Specialties Ltd. to market at CAD$20,015,000 or 68% of the outstanding amount, according to Blackstone's Form 10-Q for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. Blackstone is a participant in a First Lien Loan to Canadian Hospital Specialties Ltd. The loan accrues interest at a rate of 7.57% per annum. The loan matures on April 14, 2028. Blackstone, is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified, closed-end management investment company. The Company is externally managed by Blackstone Private Credit Strategies LLC, and Blackstone Credit BDC Advisors LLC. Additionally, Blackstone Private Credit Strategies LLC, in its capacity as the administrator to the Company, and the Sub-Administrator provide certain administrative and other services necessary for the Company to operate. Blackstone is led by Brad Marshall as Co-Chief Executive Officer, Jonathan Bock as Co-Chief Executive Officer, and Teddy Desloge as Chief Financial Officer. The Company can be reach through: Brad Marshall Blackstone Secured Lending Fund 345 Park Avenue, 31st Floor New York, NY 10154 Telephone: (212) 503-2100 About Canadian Hospital Specialties Ltd. Established 1967, Canadian Hospital Specialties Limited is a privately held medical device manufacturer and specialty distributor located in Oakville, Ontario. Customers served are in the acute hospital and non-acute healthcare space in Canada and internationally. CARDINAL OVERLOOK: Gets Extension to Access Cash Collateral ----------------------------------------------------------- Cardinal Overlook, LLC received another extension from the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, to use cash collateral. The order signed by Judge Mindy Mora authorized the company's interim use of cash collateral to pay the amounts expressly authorized by the court; the expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and additional amounts expressly approved in writing by the company's secured creditor, First Bank on the Lake. This authorization will continue until further order of the court. The budget shows total operational expenses of $28,289.98 for June. As protection, First Bank on the Lake and other creditors with a security interest in cash collateral will be granted a post-petition lien on the cash collateral to the same extent and with the same validity and priority as their pre-bankruptcy liens. As further protection, Cardinal Overlook was ordered to keep its property insured in accordance with the obligations under its loan agreements with secured creditors. The next hearing is set for June 17. About Cardinal Overlook Cardinal Overlook, LLC operates a brick-and-mortar children's clothing store in Vero Beach under the "Once Upon a Child" brand. Cardinal Overlook filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 25-14326) on April 21, 2025, listing up to $50,000 in assets and up to $1 million in liabilities. Steven Slapikas, member and manager, signed the petition. Judge Mindy A. Mora oversees the case. Craig I. Kelley, Esq., at Kelley Kaplan & Eller, PLLC, represents the Debtor as legal counsel. CARETRUST REIT: Moody's Alters Outlook on 'Ba1' CFR to Positive --------------------------------------------------------------- Moody's Ratings affirmed CareTrust REIT, Inc.'s Ba1 corporate family rating. Moody's also affirmed the Ba1 backed senior unsecured rating of its main operating subsidiary, CTR Partnership, L.P. (collectively "CareTrust). The speculative grade liquidity rating (SGL) remains unchanged at SGL-1. The outlook for both entities was revised to positive from stable. The ratings affirmation reflects CareTrust's steady operating performance, strong credit metrics, and demonstrated commitment to maintaining modest leverage as it executes growth via acquisitions. The positive outlook reflects Moody's expectations that the REIT will continue to grow and diversify its healthcare real estate portfolio by tenant, geography, and property sub-type, while maintaining modest leverage and strong liquidity. RATINGS RATIONALE CareTrust's Ba1 CFR reflects the long-term, triple-net structure of its healthcare lease investments which supports stable cash flows. The REIT also benefits from sound rent coverage (EBITDAR/rent) across most of its leases, which indicates that its tenants are well-positioned to meet rent payments. Additional credit strengths include CareTrust's low leverage, strong fixed charge coverage, and solid liquidity. Net debt/EBITDA remains in the low 2x range pro forma for recent investment activities. CareTrust has accelerated its pace of growth in recent years, which has enhanced its size and diversification. Gross assets increased to $5.3 billion pro forma for the REIT's acquisition of Care REIT plc ("Care REIT") in May 2025, up from $2.0 billion as of year-end 2022. The Care REIT acquisition marks CareTrust's entrance into the United Kingdom (UK) care home market, which is benefiting from favorable supply and demand dynamics that will support stable operating fundamentals for the next several years. Moody's expects CareTrust will seek to expand its presence in this highly fragmented market. Key credit challenges include CareTrust's modest size as compared with its healthcare REIT peers as well as integration risk associated with its rapid pace of growth. CareTrust also has meaningful tenant concentration. The REIT's top three tenants comprise large exposures at a combined 42% of pro forma rental income, even as these exposures have continued to decline. Moody's notes that CareTrust generally has strong rent coverage metrics across its portfolio, particularly for its largest operators, which is an important risk mitigant. In particular, the REIT's largest tenant (22%), The Ensign Group, has exceptionally strong coverage at 4.25x EBITDARM for 2024. However, there is increased risk surrounding its second largest tenant (11%), PACS Group, who is undergoing a federal investigation into its billing practices and facing shareholder lawsuits. Moody's notes that these facilities are performing well with 3.24x EBITDARM coverage and the operator remains current on its rents. CareTrust's SGL-1 reflects the REIT's positive free cash flow, lack of near-term debt maturities, and capacity on its $1.2 billion revolving line of credit. As of May 2, 2025, the REIT had $45 million cash and $825 million available on its revolver, as well as commitments for a $500 million unsecured term loan. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade would reflect stable operating performance, as evidenced by improving rent coverage trends. Increased size, with gross assets exceeding $4 billion, and improved tenant diversification would also be needed for an upgrade. In addition, CareTrust would need to maintain a strong financial profile, with net debt to EBITDA below 4.5x and fixed charge coverage above 5x. A ratings downgrade would likely reflect operating challenges as evidenced by declining rent collections or rent coverage metrics. Net debt to EBITDA approaching 6x or fixed charge coverage below 3.5x would also lead to a ratings downgrade. CareTrust REIT, Inc. is a real estate investment trust, headquartered in San Clemente, California, that specializes in the ownership of triple-net leased healthcare facilities throughout the United States and United Kingdom. The company's owned and leased assets include a portfolio of skilled nursing, senior housing and other healthcare-related assets. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in February 2024. CARPENTER TECHNOLOGY: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company on May 19, 2025, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Carpenter Technology Corporation to BB+ from BB. Headquartered in Philadelphia, Pennsylvania, Carpenter Technology Corporation manufactures, fabricates, and distributes stainless steels, titanium, and specialty metal alloys. CASCADES INC: Moody's Rates New Senior Unsecured Notes 'Ba3' ------------------------------------------------------------ Moody's Ratings assigned a Ba3 rating to Cascades Inc.'s (Cascades) new senior unsecured notes. The company's Ba2 corporate family rating, Ba2-PD probability of default rating, Baa3 rating on its senior secured bank credit facility, and Ba3 ratings on its existing senior unsecured notes remain unchanged. The company's SGL-2 speculative grade liquidity rating (SGL) and stable outlook remain unchanged. The company intends to use the net proceeds from the proposed senior unsecured notes to redeem all of the company's 2026 notes and repay a portion of the outstanding borrowings under the revolving credit facility. The proposed transaction is leverage neutral, but improves the company's liquidity by pushing out the debt maturities and increasing the revolver availability. RATINGS RATIONALE Cascades' rating (Ba2 stable) is supported by: (1) mid-level North American market positions in recycled paper packaging and tissue products; (2) focus in two businesses that have relatively stable end market demand; (3) good liquidity; and (4) Moody's expectations that adjusted financial leverage will improve to about 3.5x in 2025. The rating is constrained by: (1) lower operating margins in its tissue business; (2) lack of backward integration which exposes the company to volatile fiber costs; and (3) vulnerability to larger and financially stronger competitors. Cascades has good liquidity (SGL-2), pro forma for the transaction, with about CAD825 million of liquidity sources and no mandatory debt repayment through mid-2026. Liquidity consists of CAD29 million of cash at Q1 2025, about CAD475 million of availability (pro forma for the transaction) under its CAD750 million revolving credit facility that expires July 2027 (CAD600 million of which is under Cascades USA Inc.), about CAD120 million available under the $150 million Greenpac credit facility expiring in 2027, about CAD130 million availability under the $121 million delayed draw term loan due December 2026 and Moody's expectations of about CAD70 million of positive free cash flow. Although the company's assets are encumbered, there is potential to raise liquidity from some non-secured assets. The company is likely to remain within its leverage and coverage covenants. Cascades' CAD750 million senior secured revolving credit facility (rated Baa3) and Cascades USA Inc.'s $260 million term loan are secured by accounts receivable and inventory of the company and its subsidiaries in North America, and by the PP&E of several of its primary mills. The unsecured notes, rated Ba3, rank behind the company's secured bank facilities and are rated one notch below the CFR due to subordination to the senior secured debt. The stable rating outlook reflects Moody's views that Cascades will maintain good liquidity while refinancing or repaying its upcoming debt maturities and its financial and cash flow metrics will improve over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if retained cash flow to adjusted debt is sustained at or above 20%, total adjusted debt to EBITDA is sustained at or below 3x and consolidated EBITDA margins maintained at 16%. The ratings could be downgraded if retained cash flow to adjusted debt is sustained below 10%, total adjusted debt to EBITDA are sustained above 4.5x and consolidated EBITDA margins sustained below 10%. Headquartered in Kingsey Falls, Quebec, Canada, Cascades Inc. is a mid-level North American producer of recycled paper packaging and tissue products. The principal methodology used in this rating was Paper and Forest Products published in August 2024. CASTLE INTERMEDIATE V: S&P Raises ICR to 'CCC+', Outlook Negative ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Castle Intermediate Holding V Ltd. (Cision) to 'CCC+' from 'D'. The outlook is negative. S&P said, "At the same time, we assigned our 'B' issue-level and '1' recovery ratings to the company's first-lien, first-out credit facility (including its revolver and U.S. dollar and euro term loans). The '1' recovery rating indicates our expectation for very high recovery (90%-100%; rounded estimate: 95%) to debtholders in the event of payment default. "We also assigned 'CCC+' issue-level and '4' recovery ratings (30%-50%; rounded estimate: 35%) to the company's first-lien, second-out credit facility, and 'CCC-' issue-level and '6' recovery ratings (0%-10%; rounded estimate: 5%) to its first-lien, third-out notes. "The negative outlook reflects our expectation that free cash flow will remain negative and S&P adjusted leverage elevated well above 10x." The transaction improves Cision's liquidity, extending its debt maturities and providing $250 million of new money capital. Cision converted a portion of its interest payments to payable-in-kind and receives $250 million of new capital (through the issuance of super-senior new money). As a result, the company has no significant near-term debt maturities (next is in April 2030, when its revolver is due). It used proceeds to repay outstanding revolver borrowings ($109 million), a sponsor bridge loan ($68 million), $32 million of accrued interest, and $38 million of transaction fees, with $24 million cash added to the balance sheet. As a result, Cision had roughly $158 million of total liquidity at transaction close (comprising $84 million cash on the balance sheet, $109 million available under its revolver, and assuming $35 million of inaccessible cash), up from $45 million. S&P said, "We believe this will be sufficient to support operations over the next 12 months, despite our base-case forecast for reported free operating cash flow (FOCF) deficits of $45 million-$55 million in 2025 and $1 million-$5 million in 2026. We expect free cash flow to turn positive at $25 million-$35 million in 2027 due to improving top-line growth and EBITDA margins. "We continue to view Cision's capital structure as unsustainable, with FOCF deficits and leverage above 10x. While our base-case forecast assumes liquidity sources will be sufficient to support operational needs through the next 12 months, our projections consider performance improvements, which depend on a number of factors, not all of which are within Cision's control. Some include competitive pressures within its small and midsize enterprise client base, higher software development costs to remain competitive, a slowing economy, and high interest rates. "We also assume S&P Global Ratings-adjusted debt to EBITDA increases to the mid-12x area in 2025 (from 11.9x in 2024) and remains above 10x in the next several years as modest EBITDA expansion is offset by higher adjusted debt (from projected draws on its revolver). While we think Cision won't likely default or pursue another debt restructuring in the next 12 months, we continue to expect unsustainably high leverage and free cash flow deficits. "The negative outlook on Cision reflects our expectation that free cash flow will remain negative and leverage will remain well above 10x." S&P could lower its rating on Cision if S&P expects a default in the next 12 months. This could happen if: -- Operating results do not improve as forecast, resulting in significantly large free cash flow deficits and deteriorating liquidity; or -- The company pursues below-par debt repurchases, debt exchanges, or an out-of-court restructuring that S&P deems tantamount to a default. S&P could revise its outlook on Cision to stable if the company's operating results outperform our base-case projections, including: -- Break-even to slightly positive free cash flow; and -- Improving liquidity. CEMTREX INC: Four Directors Elected at Annual Meeting ----------------------------------------------------- Cemtrex Inc. held its Annual Meeting of Shareholders during which a total of 22,088,218 voting shares (for a quorum of 89.5%) were represented in person or by proxy. On the record date of March 18, 2025, there were 1,784,581 shares of the Company's common stock issued, outstanding and entitled to vote, 5,031,788 votes of the Company's Series 1 Preferred Stock, and 17,863,656 votes of the Company's Series C Preferred Stock held by Saagar Govil, CEO and Chairman of the Board of Directors of the Company, for a total of 24,680,025 voting shares. Set forth are the final voting results for the proposals voted on at the Annual Meeting: Proposal 1 – Voting to elect four nominees to the Company's Board of Directors for a one-year term expiring at the next Annual Meeting of Shareholders, or until their successors are elected and qualified: (1) Saagar Govil * Votes For: 19,875,874 * Abstain: 441,142 * Broker Non-Votes: 1,771,202 (2) Brian Kwon * Votes For: 20,271,381 * Abstain: 45,635 * Broker Non-Votes: 1,771,202 (3) Manpreet Singh * Votes For: 20,239,508 * Abstain: 77,508 * Broker Non-Votes: 1,771,202 (4) Mitodi Filipov * Votes For: 20,270,476 * Abstain: 46,540 * Broker Non-Votes: 1,771,202 Each nominee was elected by the Company's shareholders, consistent with the recommendation from the Board. Proposal 2 - Ratification of the Appointment of the Company's Independent registered public accounting firm: Voting to ratify Grassi Co. Certified Public Accountants as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2024: * For: 22,011,352 * Against: 46,901 * Abstain; 29,965 Proposal 2 was approved by the Company's shareholders, consistent with the recommendation from the Board. About Cemtrex Cemtrex, Inc. was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a multi-industry company. During the first quarter of fiscal year 2023, the Company reorganized its reporting segments to be in line with its current structure consisting of (i) Security, (ii) Industrial Services, and (iii) Cemtrex Corporate. Jericho, New York-based Grassi & Co, CPAs, P.C., the Company's auditor since 2021, issued a “going concern“ qualification in its report dated Dec. 30, 2024, citing that the Company has sustained net losses and has significant short-term debt obligations, which raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, Cemtrex had $46,689,423 million in total assets, $48,178,944 in total liabilities, $70,013 in non-controlling interest, and $1,559,534 in total stockholders' deficit. CENTRAL GARDEN: Egan-Jones Retains BB Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on May 23, 2025, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Central Garden & Pet Company. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Walnut Creek, California, Central Garden & Pet Company manufactures and distributes branded and private label products. CHAMPLAIN COLLEGE: S&P Lowers Revenue Bond Rating to 'BB+' ---------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'BB+' from 'BBB-' on the Vermont Educational And Health Buildings Financing Agency's series 2016A tax-exempt revenue bonds, issued for Champlain College. The outlook is negative. The lowered rating reflects the college's history of significant enrollment declines, leading to deficits and weakened financial resources as the college draws on unrestricted resources to support operations and comply with its debt service coverage (DSC) covenant. S&P said, "We analyzed the college's environmental, social, and governance (ESG) factors related to its market position and financial performance. While Champlain's in-state student draw is limited, there is a higher draw of students from the region, which is affected by demographic pressures. We view this as a social capital risk, as fewer graduating high school students expected in the region may continue pressure demand for the college. We view the college's environmental and governance factors as neutral in our credit rating analysis. "The negative outlook reflects our expectation that as both enrollment and operations remain pressured, elevated quasi endowment draws are likely to persist during the outlook period, further worsening financial resource ratios compared with those of 'BB' category rated peers. "We could consider a lower rating should the college's enrollment decline further, leading to continued operating deficits and declines in financial resources such that they are no longer in line with the current rating. In addition, an unanticipated issuance of additional debt without commensurate growth in the college's financial resource levels could lead to a negative rating action. "Although unlikely during the outlook period, we could consider revising the outlook to stable should the college moderate operating deficits without the use of elevated endowment draws, leading to stabilization of its financial resources. We would also expect enrollment and demand metrics will remain at least consistent with current levels." CHANDON LTD: Hires Ellett Law Offices PC as Counsel --------------------------------------------------- Chandon Ltd d/b/a Ohana Salon seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Ellett Law Offices, PC as counsel. The firm will render these services: (a) examine and determine the Debtor's rights and title and to certain properties; (b) prepare legal documents; (c) investigate, examine and determine the validity of liens appearing to be claimed during the administration of the Debtor's estate; (d) investigate and determine the validity of claims that may be filed against the estate; (e) prepare all accounts, reports and other instruments required in the administration of the estate; (f) assist the Debtor in all matters of legal nature arising in the administration of the estate; and (g) assist the Debtor in the collection of all accounts receivable owed to it. The firm will be paid at these rates: Ronald Ellett, Esq., Attorney $595 per hour Scott Reynolds, Esq., Attorney $395 per hour Associates $295 per hour Paralegals $255 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Ellett disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ronald J. Ellet, Esq. Ellett Law Offices, PC 299 North 44th Street, Suite 330 Phoenix, AZ 85018 Tel: (602) 235-9510 Fax: (602) 235-9098 Email: rjellett@ellettlaw.com About Chandon Ltd d/b/a Ohana Salon Chandon Ltd. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 25-04091) on May 7, 2025, listing up to $50,000 in assets and between $500,001 and $1 million in liabilities. Judge Madeleine C. Wanslee presides over the case. Ronald J. Ellett, Esq., at Ellett Law Offices, P.C. represents the Debtor as bankruptcy counsel. CHARTER COMMUNICATIONS: Egan-Jones Retains BB Sr. Unsec. Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on May 8, 2025, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Charter Communications, Inc. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Stamford, Connecticut, Charter Communications, Inc. operates cable television systems in the United States. CINEMARK HOLDINGS: Board Declares $0.08 Dividend; Payable June 12 ----------------------------------------------------------------- Cinemark Holdings, Inc. announced that its Board of Directors has declared a quarterly cash dividend of $0.08 per share of common stock. The dividend will be paid on June 12, 2025 to stockholders of record on May 29, 2025. About Cinemark Holdings Inc. Headquartered in Plano, Texas, Cinemark Holdings, Inc. operates as a movie theater. * * * Egan-Jones Ratings Company on November 11, 2024, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Cinemark Holdings, Inc. to CCC+ from CCC. CINEMARK HOLDINGS: Egan-Jones Retains CCC+ Sr. Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on May 19, 2025, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Cinemark Holdings, Inc. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Plano, Texas, Cinemark Holdings, Inc. operates as a movie theater. CINNAMINSON MECHANICAL: Unsecureds to Split $20K in Plan -------------------------------------------------------- Cinnaminson Mechanical Contractors, Inc., submitted a Second Amended Plan of Reorganization for Small Business under Subchapter V dated May 8, 2025. The Debtor is an HVAC contracting company that works on commercial (and not residential) jobs. The Debtor is a New Jersey for profit Corporation, 100% owned by Salvatore J. Ortiz (who goes by Jason Ortiz). The Debtor experienced financial distress as a result of the COVID-19 pandemic, which led to a decrease in work as well as an increase in material and labor costs. The Debtor's Chapter 11 filing was precipitated by an impending eviction from its business premises. The filing of the case stayed the eviction and allowed the Debtor an opportunity to recover and transport its equipment out of the business premises to a new operating location. The Debtor will pay $20,000 to general unsecured creditors, to be divided pro rata. Payments will be made on a quarterly basis in twenty equal installments of $1,000, divided pro rata. Distributions under the plan will commence the first of the month following confirmation of the Debtor's plan. Class 4 consists of all general unsecured creditors, including secured claims reclassified as general unsecured. Paid Pro Rate from funds available to general unsecured creditors. $1,000 to be paid, pro rata, every quarter, for twenty quarters. Total payment amount = $20,000. Payments begin the 15th of the month following the Effective Date of the Plan. This Class is impaired. The Debtor will fund payments under the Plan through cash on hand at the time of confirmation, future revenues and, if needed, the Debtor's Principal, or an entity under his or his wife's control, will also provide funding for the plan. The Debtor expects to have sufficient cash on hand to make the payments (if any) required on the Effective Date. A full-text copy of the Second Amended Plan dated May 8, 2025 is available at https://urlcurt.com/u?l=XWADhj from PacerMonitor.com at no charge. Counsel to the Debtor: Daniel Reinganum, Esq. Law Offices of Daniel Reinganum 615 White Horse Pike Haddon Heights, NJ 08035 Telephone: (856) 548-5440 Email: Daniel@reinganumLaw.com About Cinnaminson Mechanical Contractors Cinnaminson Mechanical Contractors, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-18910) on Sept. 9, 2024, with as much as $1 million in both assets and liabilities. Judge Jerrold N. Poslusny Jr. oversees the case. The Law Offices of Daniel Reinganum represents the Debtor as bankruptcy counsel. CIVITAS RESOURCES: Moody's Rates New Unsec. Notes Due 2032 'B1' --------------------------------------------------------------- Moody's Ratings assigned a B1 rating to Civitas Resources, Inc.'s proposed senior unsecured notes due 2032. Civitas' other ratings, including its Ba3 Corporate Family Rating and existing B1 senior unsecured notes ratings, and stable outlook remain unchanged. Civitas will use the net proceeds from its $500 million of proposed senior notes to reduce borrowings on its revolving credit facility. "Civitas' refinancing transaction will support its liquidity by terming out revolver borrowings," commented Jonathan Teitel, a Moody's Vice President. RATINGS RATIONALE Civitas' senior unsecured notes are rated B1, one notch below the CFR, due to their effective subordination to the senior secured revolver. Civitas' Ba3 CFR reflects the company's large scale and basin diversification. In the past two years Civitas completed multiple acquisitions that significantly increased production and drilling inventory while diversifying production into the economically favorable Permian Basin. This diversification also reduced concentrated exposure to regulatory risks for oil and gas producers in Colorado. In 2025, Civitas adopted a new capital allocation strategy prioritizing debt reduction over shareholder returns. The company plans to use the majority of its free cash flow for debt reduction in 2025, targeting net debt of $4.5 billion by year-end. As of March 31, 2025, the company's net debt was about $5.1 billion. Civitas has a long-term net leverage target of 0.75x. The company plans to sell $300 million in assets by the end of 2025 to support debt reduction. In the first quarter of 2025, debt increased due to acquisitions while the company returned $121 million in capital to shareholders so pacing future shareholder returns in a manner that also demonstrates progress on debt reduction goals this year will enhance its resilience to weaker oil prices. Civitas' SGL-2 rating reflects expectations of good liquidity. As of March 31, 2025, the company held $20 million in cash and had $1.05 billion in outstanding revolver borrowings. The revolver has $2.5 billion in elected commitments and a borrowing base of $3.3 billion. The facility matures in 2028. The company entered into an agreement with revolving lenders so that it can issue the proposed notes without a corresponding reduction in the borrowing base. Moody's expects Civitas to proactively address its $400 million in senior notes due October 2026. The revolver includes covenants for a maximum net leverage ratio and a minimum current ratio, with expectations for continued compliance. The stable outlook reflects Moody's expectations that Civitas will generate free cash flow and reduce debt in accordance with its revised financial policies to maintain supportive credit metrics. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade include consistent positive free cash flow; debt reduction and significant progress toward its stated long-term leverage target; organic production growth and replacement of reserves at competitive costs; retained cash flow (RCF) to debt above 40%; and maintenance of solid liquidity. Factors that could lead to a downgrade include a meaningful decline in production; RCF/debt below 25%; weakening liquidity; or regulatory developments adverse to the company. Civitas, headquartered in Denver, Colorado, is a publicly traded independent exploration and production company operating in the DJ and Permian Basins. The principal methodology used in this rating was Independent Exploration and Production published in December 2022. CIVITAS RESOURCES: S&P Rates New $500MM Sr. Unsecured Notes 'BB-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '4' recovery rating to Civitas Resource Inc.'s proposed $500 million senior unsecured notes. The '4' recovery rating indicates its expectation of average (30%-50%; rounded estimate: 40%) recovery in the event of a default. S&P expects the company to use proceeds primarily to reduce the outstanding balance on its $2.5 billion reserve-based lending (RBL) facility ($1.45 billion outstanding as of May 6, 2025; 58% drawn). S&P's 'BB-' issuer credit rating and positive rating outlook on the company are unchanged. Issue Ratings--Recovery Analysis Key analytical factors -- S&P assigned its 'BB-' issue-level rating to Civitas' proposed senior unsecured notes. S&P's recovery rating remains '4' (30%-50%; rounded estimate: 40%). -- S&P's hypothetical default scenario assumes a period of sustained low commodity prices, which is consistent with the conditions of past defaults in this sector. -- S&P based its valuation of Civitas' reserves on a company-provided PV-10 report as of Mar. 31, 2025, and inclusive of the recent Midland bolt-on acquisition, using its recovery price deck assumptions of $50 per barrel (bbl) for West Texas Intermediate (WTI) crude oil and $2.50/millionBtu for Henry Hub natural gas. -- S&P assumes the senior secured RBL facility is fully drawn up to its elected commitment amount of $2.5 billion at default. Simulated default assumptions -- Simulated default year: 2029 -- Jurisdiction (Rank A): The company is headquartered in the U.S. and its revenue/assets are located domestically. -- Net enterprise value (EV): Adjusted to account for restructuring administrative costs (estimated at about 5% of the gross value). Simplified waterfall -- Net EV (after 5% administrative costs): $4.7 billion -- Secured first-lien debt: $2.6 billion --Recovery expectations: Not applicable -- Total value available to unsecured claims: $2.1 billion -- Unsecured debt: $4.8 billion --Recovery expectations: 30%-50% (rounded estimate: 40%) Note: All debt amounts include six months of prepetition interest. CLOUTER CREEK: Amends Unsecured Claims Details ---------------------------------------------- Clouter Creek Reserve, LLC, submitted an Amended and Restated Disclosure Statement describing Plan of Reorganization dated May 9, 2025. The Debtor was formed to purchase real property and obtain the necessary approvals and entitlements as a horizontal property developer in order to sell the property for vertical development. As of January 6, 2025 (the "Petition Date") the Debtor owns the real property located at 100 Sands Drive, Charleston, South Carolina that is identified by Tax Map System ("TMS") Numbers 275-00-00-005 and 275-00-00- 323 (the "Property") which consist of approximately 16.4 acres of real property. The Debtor's acquisition of the property and initial development work was funded through a loan from 1734 Strategic Group, LLC secured by a first mortgage in the principal sum of $443,000 (the "1734 Mortgage") and a loan from Scoff II, LLC secured by a second mortgage in the principal sum of $385,000 (the "Scoff Mortgage"). These funds were used to purchase the property from the SPA for the amount it had previously paid for the land and to pay a settlement amount to the Peekson Heirs. At this time Mr. Sandusky, but not Mr. Colucci, asserted claims against Mark A. Mason for improper conduct in his representation. Following the 1734 Mortgage and Scoff Mortgage, on or about January 23, 2018, the Debtor executed a Real Estate Note evidencing a loan from Mark A. Mason in the principal sum of $502,953 (the "Mason Note"). The Mason Note is attached as Exhibit 2. The Debtor also granted a third mortgage to Mr. Mason in the principal sum of $502,953 (the "Mason Mortgage") which was recorded with the Berkeley County Register of Deeds. Also on or about January 23, 2018, at the time of the Mason Note and the Mason Mortgage, Mr. Mason insisted that the Debtor execute the Full, Final and Complete Release (the "Mason Release"). The key to unlocking the value in Debtor's Property thereby allowing for a sale of the property is obtaining a Ground Disturbance Permit ("GDP") from the City of Charleston (the "City") for both the residential property development and the marina development. The Debtor and the City are working to complete a Memorandum of Understanding ("MOU") for the marina and single-family housing that is contingent upon Berkeley County recognizing Clement's Ferry Road as an existing thoroughfare, so that the road can be annexed by the City. Through its Plan, the Debtor seeks to complete the entitlement process so that the Property can be sold for its fair market value, which the Debtor estimates to be $17,500,000. The Debtor and its professionals believe that this process can be completed within the 12-month term of the DIP Loan, if necessary, the Debtor exercise the provisions of the DIP Loan Agreement to obtain an extension of the DIP Loan for an additional 12-month term for a total of 24 months. Full entitlement of the Property requires the City to issue two GDPs first for the Marina Development, which has completed TRC and second for the Residential Development. Class 9 consists of General Unsecured Trade Vendors ("Trade Creditors"). This Class is a convenience-type of class that includes the Debtor's Trade Creditors with whom it does business as a part of its normal operations. The members of Class 9 are as follows: 1. Adam Chapman in the amount of $130,000; 2. Applied Technology Management ("ATM") in the amount of $1,118; 3. Charleston Water System in the amount of $3,898.06; 4. JP Morgan Chase based on POC 3 in the amount of $910; 5. Season Whiteside in the amount of $1,808; and 6. Season Whiteside in the amount of $581. 7. Shawn French in the amount of $50,000. Any pre-petition Allowed Claims of general unsecured Trade Creditors in this Class will be paid in full, without interest, within ninety days after the Effective Date of the Plan, or upon successful sale of the fully entitled Property or refinancing, whichever occurs sooner. The post-petition amounts due to general Trade Creditors are not included in this Class. Post-petition amounts due to trade creditors will be paid in full as administrative priority claims in the ordinary course of the Debtor's business dealings with its trade creditors from funds made available through the DIP Loan. The Debtor's Plan calls for full entitlement and sale of the Property or the orderly liquidation of the Debtor's assets over the course of the Plan term. Based on the Feasibility Budget, the Debtor believes that it can demonstrate the ability to pay the debts called for in Classes 1 to 11 of the Plan, therefore the Debtor asserts that the Plan is not likely to be followed by a liquidation or the need for further reorganization of the Debtor. A full-text copy of the Amended and Restated Disclosure Statement dated May 9, 2025 is available at https://urlcurt.com/u?l=3BB2yE from PacerMonitor.com at no charge. Counsel to the Debtor: W. Harrison Penn, Esq. PENN LAW FIRM, LLC 1517 Laurel Street Columbia, SC 29201 Tel: (803) 771-8836 Email: hpenn@pennlawsc.com About Clouter Creek Reserve Clouter Creek Reserve LLC formerly known as IVO SANDS, LLC, is a single asset real estate entity based in Charleston, South Carolina. Clouter Creek Reserve LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 25-00034) on Jan. 6, 2025. In its petition, the Debtor estimated assets between $10 million and $50 million and liabilities between $1 million and $10 million. Penn Law Firm LLC is the Debtor's counsel. CNX RESOURCES: Egan-Jones Retains BB- Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on May 8, 2025, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by CNX Resources Corporation. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Canonsburg, Pennsylvania, CNX Resources Corporation operates as a natural gas exploration and production company. CONSOLIDATED APPAREL: Gets Interim OK to Use Cash Collateral ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida has granted an emergency interim order authorizing Consolidated Apparel, Inc. to use cash collateral. The interim order signed by Judge Mindy Mora authorized the company to use cash collateral to pay the amounts expressly authorized by the court, including payments to the U.S. trustee for quarterly fees; the expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and additional amounts expressly approved in writing by lenders. The budget shows total operational expenses of $61,220 for June. Lenders including Wells Fargo Bank, CHTD Company, and Credibly of Arizona, LLC were granted replacement liens, junior to statutory and court-approved professional fees. The order does not decide the validity or extent of any creditor's lien. About Consolidated Apparel Inc. Consolidated Apparel Inc., operating as Native Outfitters and MTO Wear, Consolidated Apparel, Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-14604) on April 25, 2025. In its petition, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. Honorable Bankruptcy Judge Mindy A. Mora handles the case. The Debtor is represented by Craig I. Kelley, Esq. COOPER-STANDARD: Four Proposals Passed at Annual Meeting -------------------------------------------------------- Cooper-Standard Holdings Inc. held its annual meeting of stockholders. As of the record date, there were 17,548,147 shares of common stock outstanding and eligible to vote at the Annual Meeting. The holders of record of 13,016,875 shares of common stock were present or represented by proxy and entitled to vote at the meeting. The matters voted on at the Annual Meeting and the results of the vote were as follows: Proposal 1. Election of Directors John G. Boss, Jeffrey S. Edwards, Richard J. Freeland, Adriana E. Macouzet-Flores, David J. Mastrocola, Christine M. Moore, Robert J. Remenar, Sonya F. Sepahban, and Stephen A. Van Oss were elected to the board of directors for a term of one year, expiring at the 2026 Annual Meeting of stockholders. The nominations were made by the Board of Directors and no other nominations were made by any stockholder. Proposal 2. Advisory Vote on Named Executive Officer Compensation The stockholders voted on an advisory basis to approve the compensation of the named executive officers, as disclosed in the Proxy Statement. Proposal 3. Ratification of the Appointment of the Independent Registered Public Accounting Firm The stockholders voted to ratify the appointment by the Company's Audit Committee of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. Proposal 4. Approval of the Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan. The stockholders voted to approve the Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan. About Cooper-Standard Cooper-Standard Holdings Inc. (www.cooperstandard.com), headquartered in Northville, Mich., with locations in 21 countries, is a global supplier of sealing and fluid handling systems and components. Utilizing the Company's materials science and manufacturing expertise, the Company creates innovative and sustainable engineered solutions for diverse transportation and industrial markets. As of March 31, 2025, Cooper-Standard Holdings had $1.8 billion in total assets, $1.9 billion in total liabilities, and total deficit of $122.3 million. * * * S&P Global Ratings revised its outlook on U.S.-based Cooper-Standard Holdings Inc. to positive from negative and affirmed its 'CCC+' Company credit rating. S&P said, "At the same time we affirmed our 'CCC+' issue-level on the senior secured first-lien notes due in 2027; the recovery ratings are unchanged at '4' (30%-50%; rounded estimate: 45%). We affirmed our 'CCC-' issue-level rating on the senior secured third-lien notes due in 2027; the recovery ratings are unchanged at '6' (0%-10%; rounded estimate: 0%). We also affirmed our 'CCC-' issue-level rating on the company's senior unsecured notes; the recovery ratings are unchanged at '6' (0%-10%; rounded estimate: 0%). "The positive outlook reflects the potential that we could raise our ratings within the next 12 months if we anticipate the company to further improve its earnings and free cash flow generation even as we expect capex to increase in the longer term." CORELOGIC INC: Moody's Affirms 'B3' CFR, Outlook Stable ------------------------------------------------------- Moody's Ratings affirmed CoreLogic, Inc.'s (CoreLogic, d/b/a Cotality) corporate family rating at B3, probability of default rating at B3-PD, senior secured first lien bank credit facilities (consisting of a $500 million revolving credit facility expiring June 2026 and approximately $3.6 billion term loan maturing June 2028) at B2, $750 million 4.5% senior secured first lien notes due May 2028 at B2 and $750 million senior secured second lien term loan maturing June 2029 at Caa2. The outlook is stable. Cotality provides property information, analytics, and data-enabled services mostly in the US. "Moody's expects CoreLogic/Cotality's very high debt/EBITDA of around 9.0x as of December 31, 2024 and little or zero free cash flow during 2024 to improve to around 7.5x debt leverage and around $50 million of free cash flow in 2025, driven by some revenue growth and strong EBITDA margins around 30%, supporting the affirmation of the ratings and stable outlook," said Edmond DeForest, Moody's Ratings Senior Vice President. DeForest continued: "In addition to improving expected financial results, CoreLogic's credit and liquidity profiles benefit from substantial interest rate hedges that greatly mitigate its exposure to floating interest rates until after 2026." RATINGS RATIONALE CoreLogic's B3 CFR reflects Moody's anticipations for declines to its high debt leverage, reversal of its large cash burn and expansion of its modest interest coverage around 1.0x as of March 31, 2024 to around 1.2x in 2025. Moody's expects revenue growth around 5% in 2025 and robust EBITDA margins around 30%, reflecting the company's strong competitive position and cost reduction initiatives completed in 2023. All financial metrics cited reflect Moody's standard adjustments. Rating support is provided by stable and predictable business lines providing "must have" data and services to banks, insurance companies and the residential real estate industry. A somewhat narrow market focus leads to some customer concentration, but with high quality financial institutions. Exposure to cyclical mortgage volumes increases revenue volatility. Headwinds from unfavorable mortgage market conditions in 2025 and still-high interest rates drive Moody's anticipations of limited revenue growth over the next 12 to 18 months. Interest rate risk from an all floating rate capital structure is mitigated until after 2026 by a hedging strategy converting the interest obligations to fixed rates. CoreLogic's unique data and strong market position within the mortgage settlement services market is supported by long-standing relationships with many large financial institutions. Moody's anticipates that the same operating leverage which led the company's revenue and profits to fall precipitously as the number of mortgages originated in the US declined will lead to a rapid improvement in revenue and earnings as mortgage originations eventually recover. However, Moody's considers a rapid recovery in mortgage origination activity unlikely in 2025, and so long as interest rates remain elevated and housing markets stay stressed. Moody's considers CoreLogic's liquidity profile as adequate, and given the high debt leverage, a key support for the B3 CFR and stable outlook. As of December 31, 2024, CoreLogic had $88 million of cash. Moody's anticipates free cash flow of about $50 million in 2025 (including the benefit from existing interest rate swaps that lower net interest expense). There are around $50 million of annual required amortization payments on the senior secured first lien term loan, payable quarterly. CoreLogic's $500 million revolver provides substantial external liquidity, but it expires in June 2026; Moody's will not consider it a source of liquidity if it is not extended or replaced before it becomes current, which would result in a material deterioration in CoreLogic's liquidity. The revolver is subject to compliance with a maximum 8.65x First Lien Net Leverage ratio applicable only when 35% drawn at quarter end. Moody's expects CoreLogic would maintain compliance with its financial covenant if it were measured during the next 12 to 15 months. There are no financial covenants applicable to the term loans or notes. The B2 senior secured first-lien rating, one notch above the B3 CFR, reflect the senior most ranking within the capital structure and first loss support provided by senior secured second-lien term loan and unsecured claims. The senior secured first-lien credit facilities and notes are secured on a first-lien basis by substantially all assets and by the stock of the company's material domestic subsidiaries, which hold the vast majority of CoreLogic's assets. The credit facilities are further supported by upstream guarantees from its material domestic subsidiaries. The Caa2 senior secured second-lien term loan rating reflects its ranking within the capital structure behind the senior secured first-lien claims and first loss support provided by the unsecured claims. The senior secured second-lien term loan is secured on a second-lien basis by substantially all assets and by the stock of the company's material domestic subsidiaries, as well as by upstream guarantees from material domestic subsidiaries. The stable outlook reflects Moody's expectations for EBITDA margins of about 30%, around $50 million of free cash flow and debt/EBITDA to decline to around 7.5x in 2025. Moody's also expects that CoreLogic will maintain an adequate liquidity profile, supported by a large, committed external liquidity source with a term of more than one year. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's expects: 1) debt/EBITDA to fall and remain under 6.5x; 2) free cash flow above 3.0% of total debt; 3) EBITA/interest above 1.75x; 4) balanced financial policies; and 5) good liquidity. The ratings could be downgraded if 1) revenue visibility or EBITDA margins become pressured by increased competition, regulatory changes or other factors; 2) Moody's anticipates zero or little free cash flow; 3) liquidity deteriorates, including by CoreLogic not maintaining a large revolving credit facility with a multi-year term; or 4) CoreLogic pursues aggressive shareholder-friendly financial policies, including debt-funded acquisitions or shareholder returns. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CoreLogic, now doing business as Cotality, based in Irvine, CA and controlled by affiliates of SPC Capital Markets LLC and Insight Partners, provides property and mortgage data and analytics, as well as loan processing and other services. Moody's expects 2025 revenue of over $2 billion. CYTTA CORP: Delays Q1 10-Q Filing for Review Completion ------------------------------------------------------- Cytta Corp. filed a Notification of Late Filing on Form 12b-25 with the U.S. Securities and Exchange Commission, informing that is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, without unreasonable effort and expense. Additional time is needed to prepare its accounting records and schedules to enable its independent registered public accounting firm to complete its review of the Company's financial statements to be contained in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2025. It is anticipated that the Form 10-Q, along with the unaudited financial statements, will be filed within the five-day extension period. About Cytta Corp Cytta Corp., headquartered in Las Vegas, Nevada, is focused on developing and marketing advanced streaming and integrated communication products, using technology based upon the SUPR (Superior Utilization of Processing Resources) video compression codec/algorithm and its IGAN (Incident Global Area Network) incident command proprietary software solutions. Cytta currently develops, markets, and distributes proprietary video streaming products and services that improve how video is streamed, consumed, transferred, and stored in enterprise environments. Hackensack, New Jersey-based Prager Metis CPAs, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated Jan. 14, 2025. The report cited that, as of Sept. 30, 2024, the Company had an accumulated deficit of $36,867,892 and has generated losses since inception. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company incurred a net loss of $4.26 million for the year ended Sept. 30, 2024, following a net loss of $4.73 million for the year ended Sept. 30, 2023. DARK RHIINO: Seeks to Hire Premier Tax CPAS as Accountant --------------------------------------------------------- Dark Rhiino Security, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Premier Tax CPAS as accountant. The firm will provide these services: a. assist the Debtor with the preparation and filing of federal, state and local tax returns; b. advise and assist the Debtor with a plan of reorganization and the budgets and forecasts to support a plan; c. serve, if needed, as an expert witness in support of a plan of reorganization; and d. perform any and all other accounting services as may be required that are in the best interest of the Applicant, the estate or its creditors. The firm will be paid at these rates: Lori A. Davis $410 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lori A. Davis, EA, a partner at Premier Tax CPAs, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lori A. Davis, EA Premier Tax CPAs 259 N State Street Westerville, OH 43081 Tel: (614) 524-4888 About Dark Rhiino Security Dark Rhiino Security, Inc. is a managed security service provider ("MSSP") which provides managed cyber security services, technology and training to mid-size businesses. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ohio Case No. 24-54658) on Nov. 15, 2024, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Robert T. Smith, Dark Rhiino's chief technology officer, signed the petition. Judge John E. Hoffman, Jr. oversees the case. John W. Kennedy, Esq., at Strip Hoppers Leithart McGrath & Terlecky Co., LPA, is the Debtor's legal counsel. DCA OUTDOOR: Seeks to Hire Ordinary Course Professionals -------------------------------------------------------- DCA Outdoor, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ ordinary course professionals. These professionals include: Professional Service Provided Gary Furr, LLC Organizational and Management Consulting Services for Debtors Oregon Operations Odin Strategic Advisors, Inc. Strategic advisory and Accounting Services as a CFO Dysart Taylor McMonigle Collection Attorneys Brumitt & Wilcox, P.C. About DCA Outdoor, Inc. DCA Outdoor Inc. established in 2016, is a vertically integrated green industry organization headquartered in Kansas City, Missouri. The Company connects various sectors -- including agricultural production, landscape distribution, retail, agritourism, and transportation -- through its family of brands. The DCA Outdoor family comprises several brands including Schwope Brothers Tree Farms, Utopian Plants, RIO, Anna Evergreen, Brehob Nurseries, KAT Landscape, Colonial Gardens, PlantRight, PlantRight Supply, and Utopian Transport. DCA Outdoor Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Miss. Case No. 25-50053) on February 20, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $50 million and $100 million. Honorable Bankruptcy Judge Cynthia A. Norton handles the case. The Debtor tapped Larry E. Parres, Esq., at Lewis Rice LLC as counsel and Creative Planning, LLC and its affiliate BerganKDV as audit and tax professionals. DEEJAYZOO LLC: Seeks Chapter 11 Bankruptcy in New York ------------------------------------------------------ On May 28, 2025, Deejayzoo LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of New York. According to court filing, the Debtor reports $2,846,653 in debt owed to 50 and 99 creditors. The petition states funds will be available to unsecured creditors. About Deejayzoo LLC Deejayzoo LLC develops and markets SHHHOWERCAP, a reusable and innovative shower cap designed to replace disposable alternatives. The product is waterproof, humidity-defying, antibacterial, fits all hair types, and machine washable. The Company operates from its headquarters in Brooklyn, New York, and is led by founder Jacquelyn De Jesu. Deejayzoo LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-42617) on May 28, 2025. In its petition, the Debtor reports . Honorable Bankruptcy Judge Nancy Hershey Lord handles the case. The Debtors are represented by Alla Kachan, Esq. at LAW OFFICES OF ALLA KACHAN, P.C. DONALD WYATT: Seeks Subchapter V Bankruptcy in Texas ---------------------------------------------------- On May 28, 2025, Attorney Donald Wyatt PC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. According to court filing, the Debtor reports $1,600,157 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Attorney Donald Wyatt PC Attorney Donald Wyatt PC is a Texas-based law firm specializing in consumer bankruptcy, elder law, and probate matters. The firm is led by Donald L. Wyatt Jr., who is Board Certified in Consumer Bankruptcy Law by the Texas Board of Legal Specialization. It operates in the Spring and The Woodlands areas of Texas. Attorney Donald Wyatt PC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 25-32917) on May 28, 2025. In its petition, the Debtor reports total assets of $215,471 and total liabilities of $1,600,157. The Debtors are represented by Donald Wyatt, Esq. at ATTORNEY DONALD WYATT PC. E.W. SCRIPPS: Registers 15M More Shares Under 2023 Incentive Plan ----------------------------------------------------------------- The E.W. Scripps Company filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission to register the offer and sale of an additional 15,000,000 of Class A Common Shares, $0.01 par value per share, of the Company, under Amendment No. 2 to The E.W. Scripps Company 2023 Long-Term Incentive Plan (together with the Amendment, and as previously amended by Amendment No. 1, the "Amended Plan"). The Registration Statement relates to securities of the same class as that to which the Registration Statements on Form S-8 filed by the Company with the Securities and Exchange Commission on May 1, 2023 (SEC File No. 333-271548) and May 17, 2024 (SEC File No. 333-279484) relate. A full-text copy of the Registration Statement is available at https://tinyurl.com/mtz5htkh About Scripps The E.W. Scripps Company (NASDAQ: SSP) is a diversified media company focused on creating a better-informed world. As one of the nation's largest local TV broadcasters, Scripps serves communities with quality, objective local journalism and operates a portfolio of more than 60 stations in 40+ markets. Scripps reaches households across the U.S. with national news outlets Scripps News and Court TV and popular entertainment brands ION, ION Plus, ION Mystery, Bounce, Grit and Laff. Scripps is the nation's largest holder of broadcast spectrum. Scripps is the longtime steward of the Scripps National Spelling Bee. Founded in 1878, Scripps' long-time motto is: "Give light and the people will find their own way." As of Dec. 31, 2024, E.W. Scripps Company had $5.2 billion in total assets, $3.9 billion in total liabilities, and $1.3 billion in total stockholders' equity. * * * In April 2025, S&P Global Ratings raised the Company's credit rating on The E.W. Scripps Co. to 'CCC+' from 'SD' (selective default). Moreover, Fitch Ratings has downgraded The E.W. Scripps Company's Long-Term Company Default Ratings (IDR) to 'RD' from 'CCC-'. Fitch has also downgraded the issue-level ratings of the old senior secured term loan Bs to 'C' with a Recovery Rating of 'RR2' from 'CCC+'/'RR2', and subsequently has withdrawn them. In addition, Fitch has assigned ratings of 'CCC+'/'RR1' to the new senior secured TLBs and revolving credit facilities, affirmed the senior secured notes at 'CCC+' with a revised recovery rating of 'RR1' from 'RR2', and affirmed the senior unsecured notes at 'C'/'RR6′. Fitch has also removed from Rating Watch Negative the ratings of the secured facilities subject to the DDE. Fitch has subsequently upgraded Scripps' IDR to 'CCC-' following the closure of its transaction support agreement (TSA) on April 10, 2025. This upgrade reflects a slightly improved debt maturity profile, with the 2027 unsecured notes as the next major maturity and elevated two-year average EBITDA leverage, which Fitch expects to rise further in a non-political year, with a challenging maturity schedule. EMB PURCHASER: Blackstone Marks $360,000 1L Loan at 33% Off ----------------------------------------------------------- Blackstone Secured Lending Fund has marked its $360,000 loan extended to EMB Purchaser, Inc. to market at $243,000 or 68% of the outstanding amount, according to Blackstone's Form 10-Q for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. Blackstone is a participant in a First Lien Loan to EMB Purchaser, Inc. The loan accrues interest at a rate of 8.8% per annum. The loan matures on March 13, 2032. Blackstone, is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified, closed-end management investment company. The Company is externally managed by Blackstone Private Credit Strategies LLC, and Blackstone Credit BDC Advisors LLC. Additionally, Blackstone Private Credit Strategies LLC, in its capacity as the administrator to the Company, and the Sub-Administrator provide certain administrative and other services necessary for the Company to operate. Blackstone is led by Brad Marshall as Co-Chief Executive Officer, Jonathan Bock as Co-Chief Executive Officer, and Teddy Desloge as Chief Financial Officer. The Company can be reach through: Brad Marshall Blackstone Secured Lending Fund 345 Park Avenue, 31st Floor New York, NY 10154 Telephone: (212) 503-2100 About EMB Purchaser, Inc. EMB Purchaser, Inc. is engaged in providing commercial services and supplies in the U.S. ENTEGRIS INC: Egan-Jones Retains BB+ Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on May 14, 2025, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Entegris, Inc. Headquartered in Billerica, Massachusetts, Entegris, Inc. provides materials management products and services to the microelectronics industry on a worldwide basis. ETC SUNOCO: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on May 22, 2025, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by ETC Sunoco Holdings LLC. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Philadelphia, Pennsylvania, ETC Sunoco Holdings LLC distributes gasoline products. EUSHI FINANCE: Fitch Affirms 'BB+' Rating on Jr. Subordinated Debt ------------------------------------------------------------------ Fitch Ratings has affirmed Emera Inc.'s (Emera) Long-Term Issuer Default Rating (IDR) at 'BBB'. Fitch has also affirmed the Long-Term IDRs of Emera's subsidiaries as follows: Tampa Electric Co. (TEC) and Peoples Gas System, Inc. (PGS) at 'A-' and New Mexico Gas Co. Inc. (NMGC) at 'BBB+'. The Rating Outlooks for Emera, TEC and PGS are revised to Stable from Negative. The Rating Outlook on NMGC is Stable. Additionally, Fitch has affirmed Emera's senior unsecured, preferred shares and junior subordinated debt at 'BBB', 'BB+' and 'BB+', respectively. Fitch has affirmed TEC and PGS's senior unsecured debt at 'A', Emera US Finance LP's senior unsecured debt at 'BBB' and EUSHI Finance Inc's junior subordinated debt at 'BB+'. Emera's Stable Outlook reflects substantial progress in the execution of its deleveraging plan and its commitment to maintaining FFO leverage below 6.0x. With the anticipated closing of the NMGC sale in Q4/2025, Fitch forecasts Emera's FFO leverage will improve to 5.8x-5.9x over 2025-2027, below the 6.0x downgrade sensitivity but with little headroom. Failure to maintain FFO leverage below 6.0x will likely result in a negative rating action. Key Rating Drivers Emera Inc. Deleveraging Plan Execution: Emera successfully executed several steps in its deleveraging plan in 2024. The company sold its equity investment in Labrador Island Link, issued hybrid notes and common equity, securitized deferred fuel costs and obtained a credit supportive multi-year base rate outcome at TEC (A-/Stable). The pending sale of NMGC (BBB+/Stable), expected to close in Q4/2025, will further reduce Emera's leverage. Emera also moderated its dividend growth from 4%-5% to 1%-2% to preserve cash for capex. Fitch views these steps to reduce leverage positively. Improving Leverage but Limited Cushion: With the execution of its deleveraging plan, Emera's FY2024 FFO leverage improved to 6.6x from an average of 7.1x over the past four years. Year-end FFO leverage was slightly higher than its projected 6.3x, but this was mainly due to an FX translation mismatch because of the sudden spike in USD-CAD exchange rate at 2024 year-end. Fitch expects Emera's FFO leverage to further improve in 2025 with the closing of the NMGC sale and new base rates at Nova Scotia Power Inc. (NSPI). Fitch estimates Emera's FFO leverage at about 5.8x-5.9x during 2025 to 2027 but with limited headroom against the 6.0x downgrade sensitivity. Sale of NMGC -Fitch's rating case assumes the NMGC divestiture will close in Q4/2025. In the unlikely event the sale does not close, Fitch expects Emera to take appropriate steps to maintain its FFO leverage below 6.0x consistent with management's commitment to maintain FFO leverage below 6.0x. Sizeable Capex Pressures Metrics: Emera has a large capex plan of about CAD11.5 billion over 2025-2027, almost 3x depreciation expense. The plan will lead to higher execution risk that could pressure credit metrics during construction. Fitch expects Emera to execute the plan on time, on budget and fund it in a balanced manner through parent-equity infusions, internal cash flow and utility debt. Parent-Subsidiary Linkage (PSL): There is PSL between Emera and TEC, NMGC and PGS. Fitch views the subsidiaries' Standalone Credit Profiles (SCPs) as stronger than Emera's due to lower-risk regulated utility operations, a strong regulatory environment, and better credit and leverage. Legal ring-fencing is porous given the general protection afforded by economic regulation. Access and control are porous as Emera centrally manages the treasury function for all its subsidiaries and is the sole source of equity, but they issue their own debt. Due to this, Fitch limits the difference between Emera and its subs to two notches. NMGC's IDR is the same as its SCP. Tampa Electric Co. Low-Risk Business Model: TEC operates in a supportive regulatory environment in Florida with a strong local economy. This translates into above-average utility sales and customer growth trends. In addition, the company derives most of its sales volumes from residential and commercial customers (over 90%), a credit positive. TEC is the largest contributor to Emera's earnings and cash flow. Constructive Florida Regulation: The Florida regulatory compact is supportive of utility credit quality. In recent years, authorized return on equities (ROEs) of Florida utilities have been above the median, nationwide, authorized ROE. TEC operates under an authorized midpoint ROE of 10.50%, with an allowed range of 9.50%-11.50%, based on a 54% common equity ratio. The utility has several rate riders that provide timely recovery of all prudent costs related to fuel, purchased power, environmental expenditures, conservation costs, storm protection plan, and a storm recovery clause. In February 2025, the Florida Public Service Commission (FPSC) approved TEC's recovery of approximately $464 million of storm costs deferrals, including replenishment of a $55.8 million storm reserve over an 18-month period from March 1, 2025, to August 2026. Large Capex Plan: TEC expects to spend approximately $5.3 billion on capital investments in 2025-2027, mostly on cleaner sources of generation, including solar and battery storage, storm hardening and grid modernization. Fitch expects capex to be funded in a conservative manner, in line with the authorized statutory capital structure, using debt, internal cash flows and equity injections from Emera. Rate Case Outcome: Fitch views the resolution of TEC's last rate case as generally constructive. TEC filed a rate case in April 2024 for new rates effective in January 2025. The requested rate increases over the 2025-2027 period was $468.5 million. The approved rate increase was $280.5 million, about 60% of the request, with $184.8 million in rates effective January 2025, followed by rate increases of $86.6 million and $9.1 million, effective January 2026 and 2027, respectively. The allowed equity ratio was 54%, while the allowed regulated ROE range was set at 9.50%-11.50%, with a 10.50% midpoint. Adequate Credit Metrics: Fitch forecasts credit metrics to average around 4.1x through 2027, reflecting the implementation of the TEC rate increases and deferred fuel and storm cost recovery. Fitch assumes Emera will fund significant capital investment at TEC, in line with the approved regulatory capital structure. For 2024, FFO leverage was 4.0x, which is supportive of its credit ratings. Peoples Gas Systems, Inc. Low-Risk Business Profile: PGS's rating reflects the low-risk profile of its regulated gas utility business. PGS is the largest natural gas distributor in Florida, and its service territory extends throughout most of the state. Its customer base is divided among residential, commercial and industrial and other segments (approximately a 40%, 46% and 14% split respectively based on revenue). PGS is regulated by the Florida Public Service Commission (FPSC). As an indirect subsidiary of Emera, PGS benefits from the resources and liquidity of its parent. PGS is one of the smaller utilities in Emera's family, representing about 11% of the consolidated rate base in 2024. Constructive Regulatory Environment: PGS's ratings benefit from a constructive regulatory environment in Florida, including rate recovery between rate cases through clauses and riders. The gas distribution business has a purchased gas adjustment clause that allows for full recovery and timely adjustments to reflect gas-market price fluctuations. PGS has also had a cast-iron/bare-steel (CI/BS) replacement rider program since 2013, which includes recovery of problematic plastic pipe (PPP) replacement. These rate mechanisms increase the stability and predictability of earnings and cash flow and provide timely cost recovery. In addition, authorized ROE of Florida utilities has been above the median nationwide authorized ROE in recent years. The FPSC utilizes forecast test years and frequently authorizes interim rate increases. As a result, utilities are generally able to earn authorized returns. 2024 Rate Case Approved: Fitch views the last rate case approval as a reflection of Florida's constructive regulatory environment. On Nov. 9, 2023, the FPSC approved the staff recommendation supporting a $107 million increase in annual base rates, as well as $11 million from the CI/BS replacement rider. The increase is based on a 10.15% midpoint ROE, with an allowed equity ratio of 54.7%. New rates took effect in January 2024. Rate Case Filings: On March 31, 2025, PGS filed a new rate case to seek a multi-year rate increase of $103.6 million and $26.7 million for 2026 and 2027, respectively, totaling $130.3 million for the period. Fitch assumes a constructive outcome in line with historical and most recent rate decisions in the state Florida's Support for Gas: Decarbonization poses risks for gas local distribution companies (LDCs). Nevertheless, Fitch believes Florida's decarbonization policies have been supportive of natural gas. State support was demonstrated by the passing of House Bill 1281 - Pre-emption Over Utility Service Restrictions in June 2023. The bill amended the natural gas pre-emption statute to include major appliances and increased protection against local government attempts to ban natural gas appliances. Strong Customer Growth: Florida has experienced greater population and economic growth than the rest of the U.S. This strong economic background supports above average PGS growth. PGS has experienced significant customer growth concentrated in five metro areas within its service territory. Customer growth at PGS averaged 4.5% over 2018-2024, well above the national average. Fitch expects Florida's population growth to continue at double the national rate. Adequate Credit Metrics: PGS' FFO leverage for 2024 was 3.8x, reflecting new rates that took effect in January 2024. Fitch estimates FFO leverage will be 4.0x-4.3x in 2025-2027. PGS is forecast to invest approximately $1.3 billion from 2025 to 2027 to maintain and expand its distribution infrastructure. Fitch expects Emera to manage dividend and equity contributions from/to PGS to maintain its regulatory capital structure. New Mexico Gas Co. Acquisition by Bernhard Capital - Fitch views the sale of NMGC to Bernhard Capital as credit neutral to NMGC. The transaction requires regulatory approval from the New Mexico Public Regulation Commission (NMPRC). Fitch's base case assumes a balanced outcome from the NMPRC that will not lead to a material deterioration to NMGC's financial measures. Fitch expects regulatory protections embedded in NMPRC approval of the proposed transaction will ensure a structure under new ownership consistent with NMGC's current 'BBB+' rating under the Fitch's PSL criteria. Low-Risk Business Profile: NMGC's rating reflects the relatively low-risk profile of its regulated gas utility business. It is the largest natural gas distributor in New Mexico, serving about 550,000 customers, with a service territory that extends throughout most of the state. Most of its customers are residential (92%) and use natural gas for heating and cooking. Residential heating load, due to the elevation of the state, primarily occurs from October through April. The residential segment contributes about 67% of NMGC's revenue, while the commercial and industrial segment contributes about 22%. As an indirect subsidiary of Emera, NMGC benefits from the resources and liquidity of its parent. NMGC is one of the smaller utilities in Emera's family, contributing about 4% of consolidated rate base and earnings in 2024. Improving Regulatory Environment: The ratings benefit from an improving regulatory environment in New Mexico, including rate case approvals allowing for a future test year. The natural gas distribution business has a weather normalization mechanism, along with a purchased gas adjustment mechanism, with minimal recovery lag. These rate mechanisms increase the stability and predictability of earnings and cash flow and provide timely cost recovery. Fitch believes NMGC's last base rate increase order from 2024 was balanced. Adequate Credit Metrics: FFO leverage for 2024 was 4.6x, higher than that of 2023 mainly because the recovery of higher gas costs related to extreme weather ended at year-end 2023 and new base rate increase went into effect in on Oct. 1, 2024. For 2025-2027 Fitch forecasts FFO leverage of 3.8x-4.7x, reflecting a full-year of base rate increases. NMGC's capex remains high compared with prior years and is primarily focused on integrity management, legacy pipe replacement, automatic meter reading projects and upgrading its primary customer information system. Peer Analysis Emera and peer utilities FirstEnergy Corp. (FE; BBB/Stable) and American Electric Power Company Inc. (AEP; BBB/Stable) are large utility holding companies with operations spanning multiple jurisdictions, focused strategically on maximizing relatively predictable operating utility returns. FE and AEP both benefit from greater regulatory diversification and scale than Emera. FE and AEP operate in six and 11 states, respectively, while Emera operates in two states, two provinces in Canada and the Caribbean. In terms of scale, FE and AEP are much larger than Emera, serving about 6.0 million and 5.6 million customers, while Emera serves about 2.5 million customers. From a financial standpoint, based on Fitch's estimates, Emera's FFO leverage averages at about 5.9x through 2026 compares with 5.8x for AEP and 5.1x for FE. Key Assumptions Emera Inc. - Sale of NMGC close in Q4/2025; - Capital plan of about CAD $11.5 billion from 2025 to 2027; - New base rates established at NSPI for 2026; - Dividend growth of 1%-2%; - Rate increases at other utilities reflect rate filings and riders. Tampa Electric Co. - Revenue increases for 2025-2027 in line with those approved in the last Tampa Electric rate case; - Capex of about $5.3 billion in 2025-2027; - Recovery of the remaining deferred fuel balances and storm costs as approved; - Equity contributions/dividend payments to balance the capital structure and support credit ratings. Peoples Gas System, Inc. - Constructive outcome of 2026-2027 rate increase filings; - Capex of $1.3 billion from 2025-2027; - Equity contributions/dividend payments to balance the capital structure and support credit ratings; - CI/BS replacement rider remains in place through forecast period. New Mexico Gas Co. - NMGC will be sold and operate under new ownership structure - No adverse regulatory outcomes; including anticipated approval of the sale of NMGC - Expect new base rates in 2027 - Capital spending of about $390 million in 2025-2027. RATING SENSITIVITIES Emera Inc. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - FFO leverage above 6.0x on a sustained basis; - A change in management's commitment to maintaining FFO leverage below 6.0x; - An unexpected, material deterioration in the Florida regulatory compact. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Further deleveraging that leads to sustained FFO leverage less than 5.0x; Tampa Electric Co. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A downgrade at Emera; - An unexpected, material deterioration in the Florida regulatory compact; - TEC FFO leverage sustained above 4.3x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade to TEC's rating would require a rating upgrade at Emera; and - TEC FFO leverage sustained below 3.3x. Peoples Gas System, Inc. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A downgrade at Emera; - Although not anticipated by Fitch, a material deterioration in the Florida regulatory compact; - PGS FFO leverage sustained above 4.5x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade to PGS's rating would require a rating upgrade at Emera; and - PGS FFO leverage sustained below 3.5x. New Mexico Gas Co. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Material concessions in the final NMPRC order authorizing the sale of NMGC that results in FFO leverage sustained above 4.5x or an unexpected, highly leveraged post-transaction ownership structure. - Unfavorable regulatory developments. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - NMGC's FFO leverage below 3.5x on a sustainable basis. Liquidity and Debt Structure Emera and its subsidiaries have, in aggregate, access to CAD$2.3 billion and $1.6 billion of credit facilities, with approximately CAD$1.0 billion and $1.1 billion undrawn and available on March 31, 2025. The company also had unrestricted cash balance of about CAD$308 million on March 31, 2025. Emera's syndicated credit facilities have a financial covenant that the debt to total capitalization ratio should be no greater than 70%. The company was compliant with the covenant on March 31, 2025. Fitch believes future maturities are manageable and will be refinanced upon maturity. Issuer Profile Emera Inc. is a diversified electric and natural gas utility holding company that serves approximately 2.5 million customers in Canada, the U.S. and the Caribbean. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- New Mexico Gas Company, Inc. LT IDR BBB+ Affirmed BBB+ Emera Incorporated LT IDR BBB Affirmed BBB senior unsecured LT BBB Affirmed BBB preferred LT BB+ Affirmed BB+ junior subordinated LT BB+ Affirmed BB+ Emera US Finance LP senior unsecured LT BBB Affirmed BBB EUSHI Finance, Inc. junior subordinated LT BB+ Affirmed BB+ Peoples Gas System, Inc. LT IDR A- Affirmed A- senior unsecured LT A Affirmed A Tampa Electric Company LT IDR A- Affirmed A- senior unsecured LT A Affirmed A EVOKE PHARMA: Laurence W. Lytton Holds 3.9% Stake as of March 31 ---------------------------------------------------------------- Laurence W. Lytton disclosed in a Schedule 13G (Amendment No. 2) filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, he beneficially owns 61,274 warrants to purchase shares of Common Stock of Evoke Pharma Inc., representing 3.9% of the 1,492,858 shares of Common Stock outstanding, as reported in the Company's Form 10-Q filed on May 13, 2025. Laurence W. Lytton may be reached at: 467 Central Park West New York, NY 10025 A full-text copy of Mr. Lytton's SEC Report is available at: https://tinyurl.com/4j7rvcc9 About Evoke Pharma Headquartered in Solana Beach, California, Evoke Pharma Inc. -- www.EvokePharma.com -- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The Company developed, commercialized and markets GIMOTI, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adults. Diabetic gastroparesis is a GI disorder affecting millions of patients worldwide, in which the stomach takes too long to empty its contents resulting in serious GI symptoms as well as other systemic complications. The gastric delay caused by gastroparesis can compromise absorption of orally administered medications. Prior to FDA approval to commercially market GIMOTI, metoclopramide was only available in oral and injectable formulations and remains the only drug currently approved in the United States to treat gastroparesis. San Diego, California-based BDO USA, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 13, 2025. The report cited that the Company has experienced continuous losses and negative operating cash flows since its inception, anticipates ongoing losses in the foreseeable future, and Eversana Life Science Services, LLC holds the authority to end the commercial services agreement for the marketing of Gimoti. These factors raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, Evoke Pharma had $17.52 million in total assets, $10.48 million in total liabilities, and $7.04 million in total stockholders' equity. EXACTECH INC: Could Wrap Up Bankruptcy Without TPG Deal ------------------------------------------------------- Dietrich Knauth of Reuters reports that at a Wednesday, May 28, 2025, hearing in Delaware bankruptcy court, attorneys for medical implant maker Exactech announced that Exactech has scrapped its previous plan to protect its owner, TPG, from lawsuits over allegedly defective knee implants. According to the report, initially, Exactech sought court approval for a bankruptcy proposal that would have halted litigation against TPG in exchange for a $10 million contribution. However, intense creditor opposition forced the company to abandon that approach, and it is now working on an alternative plan that leaves TPG's liability intact. Exactech filed for Chapter 11 bankruptcy in October 2024 with the goal of selling its assets and resolving nearly 2,600 lawsuits related to recalled hip, knee, and shoulder implants. The lawsuits claim that packaging defects led to oxidation, reducing the lifespan of the implants and necessitating revision surgeries. Although no new agreement with creditors has been finalized, Exactech expects to present a revised plan for court approval by late June. Creditors’ attorney Eric Goodman noted that this new proposal would keep legal claims against TPG alive—a key point of contention, according to Reuters. U.S. Bankruptcy Judge Laurie Selber Silverstein agreed to postpone the confirmation hearing to allow further negotiations. TPG's attorney, Mark Premo-Hopkins, expressed disappointment with the delay, stating that the original $10 million settlement offer was reasonable and reaffirming that TPG, which acquired Exactech in 2018, has successfully defended against similar claims in the past, the report states. This situation highlights ongoing legal challenges for corporate owners attempting to deflect liability by using a subsidiary's bankruptcy, a strategy that has faced setbacks in other high-profile cases, according to report. About Exactech Inc. Exactech Inc. -- https://www.exac.com/ -- is a joint-replacement implant manufacturer owned by TPG Capital. Exactech Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12441) on October 29, 2024. In the petition filed by Donna H. Edwards, as general counsel and senior vice president, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Ryan M. Bartley, Esq. at Young Conaway Stargatt & Taylor, LLP. The creditors are represented by Eric Goodman, Esq., David Molton, Esq., and Cameron Moxley, Esq. at Brown Rudnick and TPG is represented by Mark Premo-Hopkins, Esq. at Kirkland & Ellis. EXTON OPERATING: Court Extends Cash Collateral Access to July 7 --------------------------------------------------------------- Exton Operating Group, Inc. received third interim approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to use cash collateral of the U.S. Small Business Administration and Performance Food Group, Inc. The third interim order authorized the company to use the secured creditors' cash collateral through July 7 to pay the expenses set forth in its budget. The budget shows total operational expenses of $14,016.67 for the week ending June 8; $3,000 for the week ending June 15; $13,105.73 for the week ending June 22; $3,000 for the week ending June 29; and $14,216.67 for the week ending July 6. As protection for the company's use of their cash collateral, both secured creditors were granted a replacement lien on the company's post-petition collateral to the same extent and with the same validity and priority as their pre-bankruptcy lien. In addition, SBA will receive $800 in payments during the interim period as further protection. In case these protections are insufficient, the creditors will have superpriority claims under Section 507(b) of the Bankruptcy Code. The next hearing is scheduled for July 25. About Exton Operating Group Inc. Exton Operating Group, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 25-11126) on March 24, 2025, listing up to $500,000 in both assets and liabilities. Emad Elgeddawy, president of Exton Operating Group, signed the petition. Judge Ashely M. Chan oversees the case. Albert A. Ciardi, III Esq., at Ciardi Ciardi and, represents the Debtor as legal counsel. FACILITIES MANAGEMENT: Gets Extension to Access Cash Collateral --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania signed a third stipulation and order authorizing the interim use of cash collateral by Facilities Management Services of Pennsylvania, Inc. The stipulation and order approved the use of cash collateral of PNC Bank, National Association, a secured creditor of the company, for business expenses set forth in the company's projected budget, with a 110% variance allowance. The budget shows operating expenses of $82,602.30 for May 11 to June 10; $79,647.30 for June 11 to July 10; and $79,647.30 for July 11 to Aug. 10. As protection for the use of PNC Bank's cash collateral, Facilities Management Services was ordered to make payments to the bank in the amounts and on the dates required under the loan documents. The company was also ordered to grant replacement liens to PNC Bank on its post-petition property, with the same priority as the bank's pre-bankruptcy lien. The next hearing is scheduled for Aug. 6. About Facilities Management Services of Pennsylvania Facilities Management Services of Pennsylvania, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-13194) on September 10, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Ashely M Chan presides over the case. David B. Smith, Esq., at Smith Kane Holman, LLC represents the Debtor as legal counsel. FINANCE OF AMERICA: Restates 2024 Financials Over Cash Flow Errors ------------------------------------------------------------------ Finance of America Companies Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company intends to file an amendment to its Annual Report on Form 10-K for the year ended December 31, 2024, and amendments to its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2024, and June 30, 2024, in each case, reflecting the correction in the related consolidated statements of cash flows of an understatement of "net cash provided by investing activities" and an overstatement of "net cash provided by (used in) financing activities" in the same amount, and corrections of the other Affected Items resulting in no impact on the Company's operating cash flows or total cash flows. The Company notes that: * The Affected Items have no impact on the Company's previously announced earnings results for the quarterly period ended March 31, 2025, or any other prior quarterly period. * The Affected Items have no impact on the Company's cash balances, operating expenses, revenues or net income. * The Affected Items have no impact on the Company's consolidated statements of financial condition, consolidated statements of operations or consolidated statements of equity. * The Affected Items have no impact on the Company's operating cash flows or total cash flows as presented on the consolidated statements of cash flows. On May 14, 2025, the Audit Committee of the Board of Directors of the Company, after consideration of the relevant facts and circumstances and consultation with the Company's management, concluded that the Company's previously issued consolidated financial statements for the year ended December 31, 2024, and quarterly unaudited condensed consolidated financial statements for the quarterly periods ended September 30, 2024, June 30, 2024 and March 31, 2024, should be restated to correct the errors described herein. As a result, the Current Statements should no longer be relied upon. As described further, in connection with the preparation of the unaudited condensed consolidated financial statements and related disclosures for the quarter ended March 31, 2025, errors were identified in the classification and presentation of amounts associated with certain nonrecourse securitization transactions in the Company's consolidated statements of cash flows and the related disclosures within the "Notes to Consolidated Financial Statements" for the Affected Periods. For the year ended December 31, 2024, the classification and presentation of the Affected Items resulted in an understatement of "net cash provided by investing activities" of approximately $225.0 - $250.0 million and an overstatement of "net cash provided by (used in) financing activities" by the same amount, along with related disclosures within the "Notes to Consolidated Financial Statements." As a result of the Affected Items, the Company's management has identified a material weakness in the Company's internal control over financial reporting and concluded that its internal control over financial reporting and disclosure controls and procedures were ineffective for the Affected Periods. Management is in the process of developing a plan of remediation to address the material weakness, and a discussion of such remediation plans will be included in the Amended 10-K. On May 14, 2025, the Company also filed a Form 12b-25 with the Securities and Exchange Commission which stated that it will be unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2025 by the prescribed due date without unreasonable effort or expense due to the identified Affected Items. About Finance of America Plano, Texas-based Finance of America Companies Inc. is a financial services holding company. Through its operating subsidiaries, it operates as a modern retirement solutions platform, providing customers with access to an innovative range of retirement offerings centered on the home. In addition, Finance of America offers capital markets and portfolio management capabilities to optimize distribution to investors. * * * As reported by the Troubled Company Reporter in November 2024, Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) of Finance of America Companies Inc. and its subsidiaries, Finance of America Equity Capital LLC and Finance of America Funding LLC (together, FOA) to 'RD' (Restricted Default) from 'C'. The action follows the completion of the company's debt restructuring on Oct. 31, 2024, which Fitch views as a distressed debt exchange (DDE). Fitch has also upgraded FOAs IDRs to 'CCC' from 'RD' subsequent to the DDE. Fitch has assigned a rating of 'CCC-' with a Recovery Rating of 'RR5′ to Finance of America Funding, LLC's new $196 million senior secured notes due in 2026 and $147 million convertible senior secured notes due in 2029 issued as part of the exchange. Concurrently, Fitch has also downgraded Finance of America Funding LLC's unsecured debt rating to 'RD" from 'C'/'RR6′ and withdrawn the rating as 98% of the notes were exchanged into the new secured notes. FIRST AMERICAN: Egan-Jones Hikes Senior Unsecured Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company on May 16, 2025, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by First American Financial Corporation to BB+ from BBB-. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Santa Ana, California, First American Financial Corporation provides insurance services. FIRST EAGLE: Moody's Lowers CFR to Ba3 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings downgrades First Eagle Holdings, Inc. (FEH) corporate family rating to Ba3 from Ba2, its probability of default rating to Ba3-PD from Ba2-PD, and its senior secured bank credit facilities to Ba3 from Ba2. Concurrently, Moody's assigned Ba3 ratings to a new $2.05 billion senior secured 1st lien term loan B due 2032, $450 million senior secured 1st lien revolving credit facility due 2030 and $350 million senior secured 1st lien delayed draw term loan issued by GC Ferry Acquisition I, Inc. (the "borrower"). The net proceeds of the issuance will be used to fund private equity sponsor Genstar Capital's leveraged buy-out of FEH from Blackstone and Corsair Capital. The outlook was changed to stable from negative for First Eagle Holdings, Inc. and is stable for GC Ferry Acquisition I, Inc. RATINGS RATIONALE The downgrade of First Eagle Holdings' CFR reflects its elevated leverage profile which remained above Moody's previous downgrade trigger of 5.0x and which is likely to remain elevated following its sale to new private equity sponsor Genstar Capital. The company's notional debt will increase modestly following the sale and Moody's expects FEH will continue to pursue a growth-oriented strategy involving acquisitions in the traditional and alternative asset management sector. Moody's expects key management to remain stable during the ownership transition, both in senior management and the investment division, in particular the Global Value investment team. Following the transaction, FEH's proforma leverage will be approximately 6.47x debt/EBITDA pro-forma with Moody's adjustments, compared to 5.45x in Q1 2024. As part of the transaction, the company will also secure a new $350 million Delayed Draw Term Loan which will be used in conjunction with free cashflow for funding future acquisitions in pursuit of its strategic growth initiatives. The Ba3 CFR reflects First Eagle Holdings' moderate revenue scale, strong retention rates, and high leverage as a result of a growth-oriented expansion strategy. The rating is constrained by high leverage and low pre-tax income margins. The stable outlook reflects Moody's views that the company will maintain organizational stability under its new private equity ownership and that while leverage will remain high, that it will not deteriorate in an accelerating manner due to the organization's intent to retain significant equity in the capital structure and to direct a significant portion of its cashflow to fund its growth strategy under Genstar. The funding of future growth from a combination of free cashflow and modest increases in notional debt, with the potential for accretive acquisitions leads to a stable leverage profile. Additionally, much of the capital investments the firm has made in recent years towards building out its distribution is expected to peak, contributing positively to free cashflow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The following developments could contribute to upward ratings pressure: 1) Debt/EBITDA with Moody's adjustments is sustained below 4.5x; 2) strong absolute investment performance combined with organic AUM growth; and 3) diversification of asset mix as a result of asset raising in new products. Conversely, the following developments could contribute to downward ratings pressure: 1) Debt/EBITDA with Moody's adjustments is sustained above 6.5x; 2) decrease in AUM arising from sustained net outflows; 3) persistent underperformance of the firm's two flagship funds relative to their benchmarks, and 4) significant staff turnover, particularly within the Global Value portfolio management team. The principal methodology used in these ratings was Asset Managers published in May 2024. First Eagle Holdings, Inc. is headquartered in New York, NY. It has 8 offices worldwide and had $143 billion in assets undermanagement as of December 31, 2024. FLAME NEWCO: S&P Places 'B-' ICR on CreditWatch Positive -------------------------------------------------------- S&P Global Ratings placed its ratings on lame NewCo LLC (dba Phoenix Global) on CreditWatch with positive implications, including its 'B-' issuer credit rating and 'B' issue level rating on the company's secured term loan. The positive CreditWatch placement reflects our expectation that Flame NewCo will become a fully owned operating subsidiary of SunCoke and all Flame NewCo's debt will be repaid at the close of the transaction. Phoenix Global announced May 28, 2025, that it has entered into a definitive merger agreement to be acquired by U.S.-based coke producer SunCoke Energy Inc. (SunCoke; BB-/Stable) for $325 million. SunCoke will use a combination of funds available under its existing credit facility and cash on hand to acquire all outstanding shares of Flame Aggregator, LLC, (parent of Flame NewCo), which operates as Phoenix Global and redeem the outstanding debt. S&P said, "The companies expect the transaction to close in the second half of 2025, at which stage we expect Phoenix Global to become a fully owned subsidiary of SunCoke and for its outstanding term loan to be redeemed. "The positive CreditWatch placement reflects our expectation that Phoenix Global will become an operating subsidiary of SunCoke, benefiting from ownership by a higher-rated, stronger-capitalized strategic parent. We expect Phoenix Global's debt will be redeemed at the close of the acquisition with the proceeds from SunCoke. As of March 31, 2025, there was $112 million of term loan debt outstanding, and the company has capital lease obligations of $22 million (which we assume will remain)." The acquisition comes after Phoenix has almost 2 years of a post-bankruptcy track record that confirms its renegotiated contracts are performing better. The company generated slightly positive free operating cash flow in 2024 and has achieved profitability of roughly 35% of gross profit margins and 17% of EBITDA margins in the roughly 2-year period. Phoenix Global's site contracts have delivered stable earnings despite declining domestic and international customer steel production. Steel production in the U.S. declined 2.5% in 2024 and year-to-date production is down 0.6%. The contracts negotiated as part of Phoenix Global's bankruptcy improved the company's overall contract duration and provided better earnings stability through cost pass-through mechanisms and fixed-fee contract components. As a result, over the last 18 months, Phoenix Global's profitability has improved, driven by gradually improving operational efficiency, cost control, and better pricing on contracts. S&P estimates Phoenix Global will contribute $50 million to $60 million of EBITDA annually to SunCoke from its existing portfolio of sites. Phoenix Global has good earnings visibility from its fixed-fee contract component and operates in a sector that has high renewal rates and long-term contracts. Recently negotiated contracts have stronger provisions built in to cover cost fluctuations such as fuel and labor, which should help should the company manage inflationary pressures similar to 2022. Renegotiating favorable terms and provisions to cover cost increases and protection during periods of weaker production utilization rates as contracts come up for renewal is key to the company's operating model and future profitability as equipment and machinery ages, which increases maintenance spending requirements over time. Ownership by a higher-rated parent could provide opportunities for Phoenix to grow in the electric arc furnace (EAF) steelmaking market and increase cross selling because the companies serve similar customers. The combined businesses will provide SunCoke exposure to electric arc steelmaking production sites but adds additional international exposure at a time when global steel markets are facing significant pressure, which could slow earnings the next several quarters as these contracts are less profitable. EAF steelmaking capacity is growing in the U.S., which could provide additional growth opportunities when new sites come up for bidding. However, S&P would expect these processes to be competitive due to the attractive low-cost through-cycle position of these new mills compared to older assets. Phoenix Global could benefit from having a better capitalized parent to support the upfront investment required. Investments in new customer sites can have long lead times and, in some instances, take a couple of years to start generating earnings. To replace the expiring and nonrenewable contracts, the company is exploring opportunities with both new and existing customers that could potentially yield EBITDA margins exceeding 25% and improve the overall profitability of its contract portfolio. Furthermore, the company is focusing on developing business in copper, stainless steel, nickel, and other base metals as part of its diversification strategy. S&P said, "We expect to resolve the CreditWatch placement when the transaction closes. At that time, we expect Flame NewCo will be a fully owned operating subsidiary of SunCoke and Flame NewCo's term loan to be repaid." FMB ENERGY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: FMB Energy Services, Inc. 255 Loop 517 Carrizo Springs, TX 78834 Case No.: 25-51179 Business Description: FMB Energy Services Inc is a trucking company based in Carrizo Springs, Texas, specializing in full truckload shipments of hazardous materials for intrastate transport. Chapter 11 Petition Date: May 30, 2025 Court: United States Bankruptcy Court Western District of Texas Judge: Hon. Craig A Gargotta Debtor's Counsel: William R. Davis, Jr., Esq. LANGLEY & BANACK, INC. 745 E. Mulberry Ave. Suite 700 San Antonio TX 78212 Total Assets: $0 Estimated Liabilities: $1,098,568 The petition was signed by Keith L. Martin as president. A full-text copy of the petition, which includes a list of the Debtor's 20 largest unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/DR3AIRY/FMB_Energy_Services_Inc__txwbke-25-51179__0001.0.pdf?mcid=tGE4TAMA FOCUS FINANCIAL: $490MM Loan Add-on No Impact on Moody's 'B2' CFR ----------------------------------------------------------------- Moody's Ratings said that the B2 senior secured debt rating of Focus Financial Partners, LLC's (Focus) remains unchanged following the proposed $490 million add-on to its Term Loan B. All other ratings also remain unchanged, including the firm's B2 corporate family rating, B2-PD probability of default rating, and negative outlook. Focus intends to use the proceeds from the add-on to pay down the amounts outstanding on its revolving credit facility and to fund its acquisition pipeline. RATINGS RATIONALE Focus' B2 CFR reflects its high recurring revenue, strong organic asset growth and client retention rates. These strengths are tempered by the firm's weak, yet improving, profitability and high financial leverage. While the transaction increases Focus' leverage, Moody's expects this to be temporary, assuming no additional debt-funded acquisitions. Recent acquisitions, particularly internal ones, have enhanced operating efficiencies, which Moody's expects to drive EBITDA growth and deleveraging. After the revolver paydown and net of fees, the proposed transaction will add $315 million to Focus' debt. Considering the acquired cash flows from pending acquisitions, gross leverage will increase by 0.2x to about 6.8x debt-to-EBITDA for the twelve months ending March 31, 2025. Focus' ratings could be upgraded if the Moody's-adjusted debt-to-EBITDA is sustained below 6x; and profitability, as measured by GAAP pretax income margins, is sustained above 5% annually. Conversely, the firm's ratings could be downgraded if Moody's-adjusted debt-to-EBITDA is sustained above 7.0x; or if the firm further repositions its financial policy to maximize shareholder returns (for example, via additional debt-funded dividends). FRED RAU: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Fred Rau Dairy, Inc. 10255 W Manning Fresno, CA 93706 Case No.: 25-11791 Business Description: Fred Rau Dairy, Inc. operates a large-scale dairy farm in Fresno, California. The family-owned business utilizes advanced robotic milking systems and automated feeding technologies. It has been part of the regional agricultural sector since 1976. Chapter 11 Petition Date: May 29, 2025 Court: United States Bankruptcy Court Eastern District of California Judge: Hon. Jennifer E Niemann Debtor's Counsel: Peter Fear, Esq. FEAR WADDELL, P.C. 7650 N. Palm Avenue Suite 101 Fresno CA 93711 Tel: (559) 436-6575 Email: pfear@fearlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Michael Reid as CRO. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/BPW62SQ/Fred_Rau_Dairy_Inc__caebke-25-11791__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. PG&E $2,645,801 PO Box 997300 Sacramento, CA 95899-7300 2. Internal Revenue Service $1,161,394 PO Box 7346 Philadelphia, PA 19101-7346 3. Valley Agronomics Farming $558,126 12800 W Shields Ave Supply Kerman, CA 93630 4. Associated Feed & Supply Co. $381,069 PO Box 2367 Turlock, CA 95381 5. Phillips Silage Harvesting $367,059 2723 W American Ave Fresno, CA 93706-9705 6. Avila Dairy Equipment Inc. $348,853 PO Box 1756 Hanford, CA 93232 7. Secure by Winfield United $343,827 PO Box 64949 Saint Paul, MN 55164-0949 8. Veterinary Pharmaceuticals, Inc $343,434 13159 13th Road West Hanford, CA 93230-9665 9. Franchise Tax Board $198,212 Bankruptcy Section MS A-340 PO Box 2952 Sacramento, CA 95812-2952 10. Nutrien Ag Solutions, Inc $128,820 5296 Harvest Lake Dr Hanford, CA 93230 11. Zenith Insurance Company $126,486 Agribusiness Solutions PO Box 742575 Los Angeles, CA 90074-2575 12. F&S Ranches $123,086 211 W Serena Ave Clovis, CA 93619 13. Javier Perez Case $100,000 c/o Bibiyan Law Group PC Settlement 1460 Westwood Blvd Los Angeles, CA 90024 14. Semper Hay & Grain, Inc $93,750 PO Box 409 Kerman, CA 93630 15. ATI Machinery $89,919 PO Box 445 Five Points, CA 93624 16. Dairy Equipment Center $57,390 San Joaquin Valley Dairy Robotics, Inc 20035 W Bradbury Rd Turlock, CA 95380 17. Gleim Crown Pump, Inc. $55,489 P.O. Box 12585 Fresno, CA 9377 18. Loraine Trigueiro $47,338 Custom Farming, LLC PO Box 339 Caruthers, CA 93609 19. BeeHero $35,000 4225 S Highland Ave Del Rey, CA 93616 20. Central CA Almond Growers $29,970 Association, CCAGA PO Box 338 Kerman, CA 93630-0338 GEORGE WESTON: Egan-Jones Retains BB+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on May 22, 2025, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by George Weston Limited. Headquartered in Ontario, Canada, George Weston Limited operates as a super market. GLOBAL PARTNERS: Moody's Ups CFR to Ba3 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings has upgraded Global Partners LP's (Global) Corporate Family Rating to Ba3 from B1, Probability of Default Rating to Ba3-PD from B1-PD, and senior unsecured notes ratings to B1 from B2. The Speculative Grade Liquidity (SGL) rating was upgraded to SGL-2 from SGL-3. The outlook is changed to stable from positive. "The upgrade in Global Partners' ratings highlights its strong operating performance and enhanced scale and geographic reach from acquisitions and growth investments in 2023-2024," commented Jonathan Teitel, a Moody's Vice President. RATINGS RATIONALE Global's Ba3 CFR reflects its extensive operating history and vertically integrated refined products distribution system, while acknowledging the risks associated with the MLP business model. Global manages a large network of retail gasoline stations and convenience stores, alongside a substantial wholesale fuel distribution business with significant storage capacity at multiple terminals. Primarily based in the Northeastern US, Global has expanded beyond this region. Global has grown through both organic means and acquisitions, achieving benefits from economies of scale. Since December 2023, the company has invested over $500 million to more than double its terminal network. The SGL-2 rating reflects Moody's expectations that Global will maintain good liquidity. Global has a $500 million revolving credit facility and a working capital credit facility, the latter with availability up to $1 billion or the borrowing base, whichever is less. These facilities mature in March 2028 but will spring 91 days before the notes due August 2027 if still outstanding. As of March 31, 2025, Global had $167 million drawn on its revolving credit facility, $355 million on its working capital facility, and $64 million in letters of credit, with $7 million in cash. Moody's expects the company to cover capital expenditures and distributions with its cash flow from operations, subject to working capital fluctuations. Credit agreement covenants include a minimum working capital of $35 million, a minimum interest coverage ratio of 2.0x, a maximum senior secured leverage ratio of 3.5x, and a maximum total leverage ratio of 5.0x (or 5.5x for two full quarters after a material acquisition). Amounts on the working capital facility are excluded from debt calculations for these covenants. Moody's expects Global to remain compliant with these covenants. Global's senior unsecured notes are rated B1, one notch below the CFR, due to their effective subordination to the company's senior secured revolving credit and working capital facilities. Global's stable outlook reflects Moody's expectations of consistent operating performance and benefits from increased scale, while maintaining supportive credit metrics. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include significant EBITDA growth, debt/EBITDA sustained below 3.5x, and maintenance of conservative financial policies. Factors that could lead to a downgrade include debt/EBITDA over 4.5x for a sustained period, weakening liquidity, or more aggressive financial policies. Global, headquartered in Waltham, Massachusetts, is a publicly traded MLP with an integrated refined products distribution system comprising terminals, wholesale operations, retail gasoline stations, and convenience stores. Global GP LLC, the general partner, is controlled by the Slifka family, and as of March 31, 2025, affiliates of the general partner owned 19% of Global's limited partner interests. The principal methodology used in these ratings was Midstream Energy published in February 2022. GLOBAL PREMIER: Hires Wilshire Pacific as Financial Advisor ----------------------------------------------------------- Global Premier Regency Palms Palmdale, LP seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Wilshire Pacific Capital Advisors, LLC as financial advisor. The firm's services include: a. developing a comprehensive plan to address the Company's post-petition and prepetition obligations, including its senior secured mortgage loan; providing the financial analysis and forecast to support a plan of reorganization; b. advising on any creditor negotiations; and c. assisting with corporate communications. The firm will be paid at these rates: Eric J. Weissman, President $500 per hour Derek Buchanan, Vice President $400 per hour Kevin Roy Director, $350 per hour Josh Davidson, Director $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Christine Hanna, a partner at Wilshire Pacific Capital Advisors, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christine Hanna Wilshire Pacific Capital Advisors, LLC 8447 Wilshire Blvd., Suite 202 Beverly Hills, CA 90211 Tel: (310) 526-3323 Fax: (310) 388-5405 About Global Premier Regency Palms Palmdale, LP Global Premier Regency Palms Palmdale, LP, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-10454) on June 2, 2023, with $10 million to $50 million in both assets and liabilities. Judge Barry Russell oversees the case. Winthrop Golubow Hollander, LLP, serves as the Debtor's legal counsel. GLOBAL TECHNOLOGIES: Q3 Revenue Jumps 473% to $2.6 Million ---------------------------------------------------------- Global Technologies, Ltd. announced the filing of its Quarterly Report on Form 10-Q for the period ending March 31, 2025. The report reflects significant revenue growth, with the Company reporting a 473% increase in revenue compared to the same period last year. Q3 Financial Highlights (Nine Months Ended March 31, 2025): * Revenue: $2,588,452, a 473% increase from $451,509 for the same period in 2024 * Gross Profit: $904,115, up 935% from $87,310 in the prior year * Operating Expenses: Increased to $629,078, up from $501,650 in the prior year, reflecting expanded investment into consulting services and product development * Net Income: $250,059, down from $526,230* in the prior year, due to continued investment in new growth initiatives * The Net Income for the nine months ended March 31, 2024 was largely attributed to a gain in derivative liability, thus highlighting Global's continued move towards operational revenue and profits. "Global Technologies continues to demonstrate strong revenue growth and strategic momentum," said H. Wyatt Flippen, Chief Executive Officer of Global Technologies. "Our pivot into the health and wellness sector is beginning to yield meaningful results, and our ongoing development of proprietary platforms will help position the Company for long-term shareholder value creation." The Company's full Form 10-Q filing includes detailed financial statements and management's discussion and analysis of operations. The filing is available on the SEC's website at www.sec.gov or by following this link: https://tinyurl.com/dneyyb3p. About Global Technologies Headquartered in Parsippany, NJ, Global Technologies, Ltd -- http://www.globaltechnologiesltd.info/-- is a multi-operational company with a strong desire to drive transformative innovation and sustainable growth across the technology and service sectors, empowering businesses and communities through advanced, scalable solutions that enhance connectivity, efficiency, and environmental stewardship. The Company envisions a future where technology seamlessly integrates into every aspect of life, improving the quality of life and the health of the planet. The Company's vision is to lead the industries it serves with groundbreaking initiatives that set new standards in innovation, customer experience, and corporate responsibility, thereby creating enduring value for all shareholders. Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor since 2024, issued a "going concern" qualification in its report dated Sept. 20, 2024, citing that the Company suffered an accumulated deficit of $(166,666,296), and a negative working capital of $(6,304,772). These matters raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, Global Technologies had $8.60 million in total assets, $6.62 million in total liabilities, and $1.98 million in total stockholders' equity. GOAK PROPERTIES: Hires Jones & Walden LLC as Counsel ---------------------------------------------------- Goak Properties LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Jones & Walden LLC as counsel. The firm will provide these services: a. preparing pleadings and applications; b. conducting of examination; c. advising the Debtor of its rights, duties and obligations as a debtor-in-possession; d. consulting and representing the Debtor with respect to a Chapter 11 plan; e. performing those legal services incidental and necessary to the day-to-day operations of the Debtor's business, including, but not limited to, institution and prosecution of necessary legal proceedings, and general business legal advice and assistance; and f. taking any and all other action incident to the proper preservation and administration of the Debtor's estate and business. The firm will be paid at these rates: Attorneys $300 to $500 per hour Paralegals and law clerks $150 to $250 per hour The firm holds a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Leslie M. Pineyro, Esq., a partner at Jones & Walden LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Cameron M. McCord Jones & Walden LLC 699 Piedmont Avenue, NE Atlanta, GA 30308 Tel: (404) 564-9300 Email: cmccord@joneswalden.com About Goak Properties LLC Goak Properties LLC is a real estate company based in Sandy Springs, Georgia. Goak Properties LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-54948) on May 5, 2025. In its petition, the Debtor reports estimated assets and liabilities between $500,000 and $1 million. Honorable Bankruptcy Judge Lisa Ritchey Craig handles the case. The Debtor is represented by Cameron M. McCord, Esq. at Jones & Walden, LLC. GOODYEAR TIRE: Moody's Affirms 'B1' CFR & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings affirmed The Goodyear Tire & Rubber Company's (Goodyear) B1 corporate family rating, B1-PD probability of default rating and the B2 and B3 ratings of the company's senior unsecured notes. At the same time, Moody's affirmed Goodyear Europe B.V.'s backed senior unsecured notes rating at Ba3. The outlook was changed to stable from negative for both Goodyear and Goodyear Europe B.V. Goodyear's Speculative Grade Liquidity rating was upgraded to SGL-2 from SGL-3. The change in outlook to stable reflects Goodyear's significant progress in improving its segment operating income margin and lowering financial leverage as part of its ambitious Goodyear Forward initiative that commenced in Q4 2023. Specifically, the Moody's adjusted EBIT margin has improved to the mid-4% range from just over 1% in 2023 and debt-to-EBITDA is now around 4.5x versus nearly 7x in 2023. Moody's notes that Goodyear also intends to use proceeds from the sale of its chemical business, expected to close in 2025, for further debt repayment. The rating affirmations reflect Moody's expectations for Goodyear to continue improving margins with increasing cost savings and progress toward generating consistently positive free cash flow in 2026 once Goodyear Forward restructuring outlays are largely completed. EBITDA-to-interest, though still weak for the rating, should steadily strengthen, benefiting from rising earnings and falling debt levels. RATINGS RATIONALE The ratings reflect Goodyear's status as a top global manufacturer of aftermarket and original equipment tires, highlighted by a well-recognized brand name and leading market share position in North America. Goodyear maintains good scale and is experiencing solid growth in higher margin 18-inch and larger tires, especially in the consumer original equipment business. In addition to improving key operating metrics, the Goodyear Forward strategy includes elevating Goodyear's portfolio of tire brands. This incorporates using technical innovation and marketing strengths to become more competitive in the premium tire market to create demand across all of its brands. Management is committed to expanding coverage in the Tier 1 tire market by providing more higher-margin premium SKUs that will augment Goodyear's overall value proposition. Based on vehicle production trends, Moody's believes there is significant opportunity across all brands in the greater than 18 inch rim segment, but especially within the premium segments. In contrast, the company is selectively exiting lower-margin replacement SKUs, more recently in Asia but with expectations to take place in all regions. The stable outlook reflects Moody's expectations for key credit metrics to steadily improve as the majority of targeted $1.5 billion of margin improvement actions are anticipated over the course of this year. The stable outlook also includes Moody's expectations that higher selling prices and a more favorable product mix will help offset negative impacts from tariffs. Liquidity is expected to remain good even with sizable fluctuations in working capital. Goodyear's SGL-2 Speculative Grade Liquidity Rating reflects Moody's expectations that liquidity will remain good, supported by a solid cash position (at least $700 million) and significant availability under various revolving credit facilities. Pro forma availability is roughly $1.5 billion under the recently renewed $2.75 billion asset-based lending facility (ABL) that expires in 2030. In addition, Goodyear had availability of approximately $670 million under the EUR800 million revolving credit facility set to expire in 2028, pushing total revolving availability to over $2.2 billion. Moody's are expecting free cash flow to be negative in 2025 as restructuring outlays will remain a sizable cash flow headwind with most actions for Goodyear Forward completed this year. Free cash flow should be solidly positive in 2026, boosted by cost savings, falling interest expense and lower restructuring outlays. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with continued improvement in Goodyear's EBIT margin to a level approaching 7%. Evidence of solidly positive and increasing free cash flow used for continued debt reduction, such that debt-to-EBITDA falls toward 3.5x, or EBITDA-to-interest in excess of 6x could also result in a rating upgrade. Ratings could be downgraded if the EBIT margin fails to sustain the growth generated in 2024, free cash flow doesn't maintain a trajectory toward breakeven or debt-to-EBITDA moves back above 5x. EBITDA-to-interest falling below 3x could also result in a downgrade. A downgrade could also arise from a meaningful decline in liquidity, including increased reliance on revolving credit facilities to fund outlays relating to remaining strategic review actions. The principal methodology used in these ratings was Automotive Suppliers published in December 2024. The Goodyear Tire & Rubber Company is one of the largest tire manufacturers in the world. The company also manufactures and sells rubber related chemicals for various industrial applications. Goodyear provides commercial truck service and tire retreading centers and operates retail outlets that offer products for sale to consumer and commercial customers and provide repair and other services. Revenue for the twelve months ended March 31, 2025 was approximately $18.6 billion. GOODYEAR TIRE: S&P Rates $500MM Senior Unsecured Notes 'B+' ----------------------------------------------------------- S&P Global Ratings revised its recovery rating on Goodyear Tire & Rubber Co.'s senior unsecured debt to '3' (rounded estimate 50%) from '4' (rounded estimate (40%). The issue level ratings on its senior unsecured debt remain 'B+', in line with its 'B+' issuer credit rating on the company. The recovery on rating on the 400 million Euro notes due 2026 remains '3' (rounded estimate 60%) and the issue level rating remains 'B+'. S&P also assigned its 'B+' issue-level rating and '3' recovery rating to the proposed $500 million senior unsecured notes. Goodyear is issuing these notes to refinance part of its 5% 2026 $900 million notes. The company plans to call the remaining 5% 2026 notes with cash. Goodyear has been reducing its debt, which has improved recovery available to unsecured debtholders in a hypothetical default scenario. The company has been focused on using cash to pay down debt. Despite much of the cash for debt paydown coming from asset sales, S&P views the value of Goodyear as relatively unchanged in a default scenario given significant cost savings which will improve profitability, offsetting lost profit from asset sales. Therefore, the reduction in debt has increased our hypothetical recovery for the unsecured debt. The 'B+' issuer credit rating and stable outlook are unchanged. ISSUE RATINGS—RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario assumes that Goodyear's cash flow is impaired by weakened demand for replacement tires, higher raw material costs, a loss of market share as a result of significant competitive pressures and continued high plant investment. -- S&P used a multiple of 5x estimated distressed EBITDA, given Goodyear's brand recognition and its diversification between OEM and replacement-market sales. Simulated default assumptions -- Simulated year of default: 2028 -- EBITDA at emergence: $1.45 billion -- EBITDA multiple: 5x Simplified waterfall -- Gross enterprise value: $7.2 billion -- Administrative expenses: $361 million -- Net enterprise value: $6.9 billion -- Valuation split (obligors/nonobligors): 60%/40% -- Priority claims: $2.5 billion -- Total value available to unsecured claims: $2.6 billion -- Senior unsecured debt claims: $4.2 billion -- Other unsecured claims: $483 million -- Total Unsecured Claims: 4.7 billion --Recovery expectations: 30%-50% (rounded estimate: 50%) GPD COMPANIES: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings downgraded GPD Companies, Inc.'s (GPD) corporate family rating to Caa1 from B3, its probability of default rating to Caa1-PD from B3-PD, and its senior secured notes rating to Caa2 from Caa1. The ratings outlook has been revised to stable from negative. ESG considerations, specifically governance, was a key driver of the rating action. Moody's considers the company's financial policies aggressive, which resulted in weak credit metrics and a debt exchange, which Moody's will likely classify as a distressed exchange when completed. As a result, Moody's changed the governance Issuer Profile Score to G-5 from G-4 and the credit impact score to CIS-5 from CIS-4. RATINGS RATIONALE On May 16, GPD announced it had entered into a transaction support agreement with over 95% of the holders of its senior secured notes, and launched a debt exchange offer. GPD is proposing to exchange its existing senior secured notes due April 2026 into a combination of cash and new 12.5% senior secured notes due December 2029. The new notes will have a cash coupon of 10.125%, same as the existing notes, and an additional PIK coupon of 2.375%. The company is also soliciting consents to substantially eliminate all covenants associated with its existing senior secured notes. The downgrade of GPD's CFR to Caa1 reflects continued elevated leverage due to weak operating performance, lack of consistent free cash flow generation, and smaller scale and geographic diversification following the sale of its Distrupol business. Additionally, if the exchange offer is successfully completed as proposed, Moody's would likely classify the debt exchange offer as a distressed exchange per Moody's definitions, and append a limited default (LD) designation to the PDR. Moody's considers a distressed exchange as a form of default. In addition, there is a possibility the ratings on the existing senior secured notes that are not exchanged or tendered could be downgraded from the current Caa2 ratings given the subordination to the new debt. The revision of the ratings outlook to stable from negative reflects Moody's expectations that the proposed debt exchange transaction will be completed as proposed, which will extend the maturity runway for the company. GPD's Caa1 CFR is supported by its asset-light model that requires minimal capex and supports free cash flow generation, the company's leading market share position in plastics distribution in North America, good end-market and customer diversification, long-term relationships with customers and broad product offering, including engineered thermoplastics and prime branded resins. The rating is constrained by high leverage, low operating margins, supplier concentration risk, and reduced scale following the sale of Distrupol. GPD's liquidity is adequate, supported by cash on hand and revolver availability. At March 31, 2025, GPD had a cash balance of $114 million, availability of $156.5 million under its $270 million US ABL facility (unrated), and availability of $6.7 million under its $25 million EMEA ABL facility (unrated). This was a result of receipt of proceeds from the sale of Distrupol, which was completed in February. As part of the proposed exchange, GPD expects to utilize $80 million of balance sheet cash, $78 million of ABL draw, and $40 million of sponsor equity contribution to fund the $175 million cash component of the notes exchange, along with fees and accrued interest. The main revolver contains a springing 1.0x fixed charge coverage ratio test if excess availability is less than $20 million. Moody's do not expect the covenants will be tested in the near term. Most assets are encumbered by the ABL facilities and the senior secured notes, leaving little alternative liquidity sources. The stable outlook assumes that the debt exchange transaction will be completed as currently proposed. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider an upgrade if leverage is sustained below 6.0x, EBITDA/Interest is sustained above 1.5x, the company consistently generates free cash flow and liquidity is good with no refinancing risk. Moody's could consider a downgrade if the company fails to complete the notes refinancing transaction as currently proposed, leverage is sustained above 7.0x, EBITDA/Interest fails to improve above 1.0x, margins declined further and liquidity deteriorated. Debt funded M&A activity amid already stressed credit metrics could also lead to a downgrade. GPD Companies, Inc., based in The Woodlands, Texas, is a holding company formed by One Rock Capital Partners LLC. Its operational entity, Nexeo Plastics, is a leading plastics distributor in North America, Europe and Asia. Revenue for the LTM period ending March 31, 2025 was roughly $1.6 billion. The principal methodology used in these ratings was Chemicals published in October 2023. GREAT EDUCATION: Hires Burke Warren MacKay as Attorney ------------------------------------------------------ Great Education Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Burke, Warren, MacKay & Serritella, P.C. as attorney. The firm will provide these services: a. prepare necessary applications, motions, answers, orders, adversary proceedings, reports and other legal papers; b. provide the Debtor with legal advice with respect to its rights and duties involving its property as well as its reorganization efforts herein; c. appear in court and to litigate whenever necessary; d. prepare and implement an exit strategy from this Chapter 11 case; and e. perform any and all other legal services that may be required from time to time in the ordinary course of the Debtor's business during the administration of this bankruptcy case. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm was paid a retainer in the amount of $27,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David K. Welch, Esq., a partner at Burke, Warren, MacKay & Serritella, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David K. Welch, Esq. Burke, Warren, Mackay & Serritella, P.C. Suite 2100 330 North Wabash Avenue Chicago, IL 60611-3607 Telephone: (312) 840-7000 Facsimile: (312) 840-7900 About Great Education Partners Great Education Partners LLC is an educational organization in Chicago, Illinois, offering early childhood education services. Great Education Partners LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 25-05324) on April 7, 2025. In its petition, the Debtor reports total assets as of March 31, 2025 amounting to $49,876 and total liabilities as of March 31, 2025 of $2,154,718. Honorable Bankruptcy Judge Janet S. Baer handles the case. The Debtor is represented by David K. Welch, Esq. at BURKE, WARREN, MACKAY & SERRITELLA, P.C. HARRCO TRANSPORTATION: Seeks to Hire Lorium Law as Counsel ---------------------------------------------------------- Harrco Transportation Services Inc. and Harrco Van Lines Incorporated seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Lorium Law as counsel. The firm will provide these services: (a) give advice to the Debtor with respect to its powers and duties as a debtor in possession under Chapter 11 and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; (c) prepare and/or defend motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the Court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan and confirmation of same. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Grant disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joe M. Grant, Esq. Lorium Law 197 S. Federal Hwy, Suite 200 Boca Raton, FL 33432 Tel: (561) 361-1000 Fax: (561) 672-7581 Email: jgrant@loriumlaw.com About Harrco Transportation Services Inc. Harrco Transportation Services Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-12323) on March 3, 2025, with $0 to $50,000 in assets and liabilities. Judge Peter D. Russin presides over the case. Joe M. Grant, Esq. represents the Debtor as legal counsel. HAWAIIAN AIRLINES: Egan-Jones Retains CCC- Sr. Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on May 20, 2025, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Hawaiian Airlines, Inc. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Honolulu, Hawaii, Hawaiian Airlines, Inc. provides airline services. HAWAIIAN ELECTRIC: Moody's Upgrades CFR to 'Ba3', Outlook Positive ------------------------------------------------------------------ Moody's Ratings upgraded the credit ratings of Hawaiian Electric Industries, Inc. (HEI), including its corporate family rating to Ba3 from B1 and its probability of default rating to B1-PD from B2-PD. HEI's speculative grade liquidity rating (SGL) was upgraded to SGL-2 from SGL-3. Additionally, Moody's upgraded the ratings of utility subsidiary Hawaiian Electric Company, Inc. (HECO), including its Issuer rating to Ba2 from Ba3 and its preferred stock rating to B2 from B3. HEI and HECO's commercial paper ratings remain Not Prime (NP). The outlook for HEI and HECO is positive. RATINGS RATIONALE "The rating upgrades reflect the substantial progress that HEI has made in resolving the litigation stemming from the August 2023 Lahaina wildfire and consequently lowering its credit risk," said Toby Shea, VP – Sr. Credit Officer. "Moody's anticipates that the Maui Circuit court will approve the proposed settlement agreement between the relevant parties in the first quarter of 2026, which would fix the company's gross liability at $2 billion and set the stage for further improvement of its credit profile." For the last two years, both HEI and utility subsidiary HECO's credit profiles have been primarily driven by their exposure to massive litigation stemming from the Lahaina wildfire, with the organization facing significant uncertainty regarding the scale, scope, and timing of its potential financial liabilities. Since that event, with a high degree of involvement and cooperation of state and local stakeholders, most notably the efforts of Governor Josh Green, HEI and HECO have made substantial progress in resolving the claims filed by wildfire victims. The resolution of this uncertainty would entail the successful execution of a proposed settlement agreement under which all of the key defendants in the wildfire litigation, including the State of Hawaii, will provide approximately $4 billion in compensation to affected parties, with HEI and HECO's contribution estimated to be just under $2 billion. A major legal hurdle was cleared in February 2025 when the Hawaii Supreme Court ruled that insurers are barred from pursuing subrogation claims against HEI, HECO and other defendants if their policyholders settle with the defendants. In April, Hawaii legislators appropriated $807 million toward the State of Hawaii's portion of the settlement agreement, removing another potential barrier. While certain administrative steps remain—such as claims processing and verification— Moody's expects the court to grant final approval of the settlement and, following the first settlement payment, release HEI and HECO from the pending lawsuits in the first quarter of 2026. HEI should have adequate financial resources to fund its settlement obligations, which will occur over four years. The company has accumulated around $1.1 billion of cash at the end of the first quarter of 2025, $479 million of which the company set aside in a special purpose vehicle to pay the first of four $479 million annual installments due in early 2026, thirty days after court approval. Subsequent annual installments from 2027 through 2029 will likely be financed to some degree by the company. As a result, despite its progress in raising the funding for the initial settlement payment, future installments will continue to weigh heavily on HEI's balance sheet and depress its credit metrics on a consolidated basis or at HECO, depending on how they are financed. Moody's projects HEI's consolidated CFO pre-working capital to debt ratio to reach approximately 14% to 15% in 2026 and 2027. However, when treating upcoming settlement installments as debt-like obligations and including them in these calculations, the ratio declines to around 11% at HEI on a consolidated basis and 12% at HECO. The State of Hawaii is also taking proactive steps to limit the future liability exposure of the company. Senate Bill 897, passed by the Hawaii State Legislature in April 2025 (awaiting Governor's action), directs the Hawaii Public Utilities Commission (HPUC) to structure an aggregate liability cap on economic damages from future wildfires to be approved by the governor. As a result, Moody's believes that a cap will ultimately be implemented, which could have meaningful credit positive implications. ESG considerations were a key factor in this rating action. From a social risk perspective, progress in resolving wildfire claims with Lahaina and other affected residents will improve the company's customer relations. Additionally, the wildfire legislation may help reduce the company's future exposure to wildfires—a form of physical climate risk. Liquidity Moody's upgraded HEI's speculative-grade liquidity rating to SGL-2 from SGL-3, primarily reflecting the organization's improved liquidity and higher cash on hand. As of the end of the first quarter of 2025, the company held $629 million in unrestricted cash—$499 million at the holding company and $130 million at the utility. It also maintained $479 million in restricted cash earmarked for its first settlement payment, expected in early 2026. However, on April 9, 2025, HEI used a portion of its unrestricted cash to tender for approximately $384 million of parent company debt. HECO currently generates sufficient cash flow from operations to cover most of its traditional maintenance capital expenditures. External liquidity sources include $175 million of revolving credit capacity at the holding company and $200 million at the utility. As of the end of the first quarter, the company had a total of $133 million of undrawn availability under its corporate revolvers—$54 million at the holding company and $79 million at the utility. These revolving credit facilities do not contain any rating triggers that would affect access to the commitments and do not require a material adverse change (MAC) representation for borrowings. However, HEI's credit facility contains a financial covenant requiring the company to maintain a debt-to-capitalization ratio (on a non-consolidated basis) of less than 50%. The requirement for HECO's revolving credit facility is to maintain at least 35% equity at the utility. As of March 31, 2025, both HEI and HECO were in compliance with all applicable financial covenants. HECO and HEI's revolving credit facilities expire on May 14, 2027, except a small portion of each ($17 million at HEI and $20 million at HECO) that expire on May 14, 2026. On December 30, 2024, HECO entered into a term loan credit agreement with a $50 million commitment that matures on December 29, 2025. The term loan facility contains financial covenants that are substantially the same as the credit facilities HECO also has access to an asset-based lending (ABL) facility that allows borrowings of up to $250 million on a revolving basis using certain accounts receivable as collateral. As of March 31, 2025, the total available capacity under the ABL Facility was $220 million and undrawn. HEI and HECO have no outstanding commercial paper. Upcoming debt maturities in 2025 include $19 million (remaining portion after April 9, 2025 tender offer paydown) of senior notes at HEI and a $50 million short-term loan at HECO. The only debt maturity in 2026 is $125 million of HECO revenue bonds due in May. Rating Outlook HEI's positive outlook reflects the potential that ratings could be upgraded once the pending settlement is finalized, there is further progress on implementing protections to limit the financial risk of future wildfires and there is additional clarity on the company's plans for financing future settlement installments. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade Additional upgrades may be considered if the court finalizes the settlement—anticipated in early 2026—and once the HPUC establishes and the governor approves a liability cap in accordance with S SB 897. Other wildfire risk mitigating measures, including the creation of a disaster fund offering substantial financial protection, could also support future upgrades. Factors that could lead to a downgrade A negative rating action is possible if the settlement is not approved and implemented, additional measures are not put in place to financially protect the utility from future wildfires, or if HEI or HECO experience liquidity constraints or capital markets access issues. LIST OF AFFECTED RATINGS Issuer: Hawaiian Electric Industries, Inc. Upgrades: LT Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to B1-PD from B2-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Affirmations: Commercial Paper, Affirmed NP Outlook Actions: Outlook, Changed To Positive From Stable Issuer: Hawaiian Electric Company, Inc. Upgrades: LT Issuer Rating, Upgraded to Ba2 from Ba3 Preferred Stock, Upgraded to B2 from B3 Affirmations: Commercial Paper, Affirmed NP Outlook Actions: Outlook, Changed To Positive From Stable Issuer: Hawaii Department of Budget & Finance Upgrades: Backed Senior Unsecured Revenue Bonds, Upgraded to Ba2 from Ba3 Underlying Senior Unsecured Revenue Bonds, Upgraded to Ba2 from Ba3 The principal methodology used in these ratings was Regulated Electric and Gas Utilities published in August 2024. HB CAPITAL: Seeks Chapter 11 Bankruptcy in New York --------------------------------------------------- On May 28, 2025, HB Capital Partners LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of New York. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About HB Capital Partners LLC HB Capital Partners LLC operates in the real estate services sector, engaged in property management, real estate appraisal, or other related support activities. HB Capital Partners LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-42593) on May 28, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Elizabeth S. Stong handles the case. The Debtors are represented by Robert M. Marx, Esq. at ROBERT M. MARX, ATTORNEY AT LAW. HEADWAY WORKFORCE: Hires Bernstein-Burkley PC as Counsel -------------------------------------------------------- Headway Workforce Solutions, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Bernstein-Burkley, PC as counsel. The firm will render these services: (a) provide the Debtor legal advice with respect to its powers and duties in the continued operation of its business and management of its property; (b) prepare on behalf of the Debtor necessary legal papers; and (c) perform all other legal services for the Debtor which may be necessary herein. The firm will be paid at these rates: Kirk B. Burkley, Managing Partner $600 per hour Harry W. Greenfield, Partner $600 per hour Brent E. Lemon, Associate $375 per hour Gwenyth A. Ortman, Associate $260 per hour Christina N. Wirick, Paralegal $200 per hour Margaret A. Gilbert, Paralegal $180 per hour As of the Petition Date, the firm has a remaining retainer balance in the approximate amount of $78,000 for professional services to be performed and expenses to be incurred in connection with these Chapter 11 cases. Kirk Burkley, Esq., attorney at Bernstein-Burkley, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kirk B. Burkley, Esq. Bernstein-Burkley, PC 601 Grant Street, 9th Floor Pittsburg, PA 15219 Tel: (412) 456-8100 Email: kburkley@bernsteinlaw.com About Headway Workforce Solutions, Inc. Headway Workforce Solutions, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 25-01682-5-JNC) on May 5, 2025. In the petition signed by Brendan Flood, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. Rebecca Redwine Grow, Esq., at Hendren, Redwine & Malone, PLLC, is the Debtor's legal counsel. Noor Staffing Group, LLC, as DIP lender, is represented by: Pamela P. Keenan, Esq. Kirschbaum, Nanney, Keenan & Griffin, P.A. PO Box 19766 Raleigh, NC 27619-9766 Telephone: (919) 848-0420 Facsimile: (919) 848-8755 E-mail: pkeenan@kirschlaw.com HEADWAY WORKFORCE: Hires Hendren Redwine & Malone as Co-Counsel --------------------------------------------------------------- Headway Workforce Solutions, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Hendren, Redwine & Malone, PLLC as co-counsel. The firm will assist the Debtors in carrying out their duties under the Chapter 11 bankruptcy code. The firm will be paid at these rates: Jason L. Hendren, Esq. $450 per hour Rebecca Redwine Grow, Esq. $4250 per hour Benjamin E.F.B. Waller, Esq. $395 per hour Lydia C. Stoney, Esq. $310 per hour Jenny Gorman, Paralegal $175 per hour Michelle Nguyen, Paralegal $125 per hour The Debtor paid the firm $25,000 on May 5, 2025 as retainer. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Hendren disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jason L. Hendren, Esq. Hendren, Redwine & Malone, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: (919) 573-1422 Fax: (919) 420-0475 Email: jhendren@hendrenmalone.com About Headway Workforce Solutions, Inc. Headway Workforce Solutions, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 25-01682-5-JNC) on May 5, 2025. In the petition signed by Brendan Flood, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. Rebecca Redwine Grow, Esq., at Hendren, Redwine & Malone, PLLC, is the Debtor's legal counsel. Noor Staffing Group, LLC, as DIP lender, is represented by: Pamela P. Keenan, Esq. Kirschbaum, Nanney, Keenan & Griffin, P.A. PO Box 19766 Raleigh, NC 27619-9766 Telephone: (919) 848-0420 Facsimile: (919) 848-8755 E-mail: pkeenan@kirschlaw.com HEALTH DRIP: Hires Stearns Weaver Miller Weissler as Counsel ------------------------------------------------------------ Health Drip, PLLC dba Slimdownrx seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Stearns Weaver Miller Weissler Alhadeff & Sitterson as counsel. The firm will perform any and all legal services necessary in connection with the anticipated Florida arbitration against Ousia Pharmacy Corporation, and its related entities. Christopher R. Clark, Esq., the attorney handling the case, will be paid $450 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher R. Clark, a partner at Stearns Weaver Miller Weissler Alhadeff & Sitterson, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christopher R. Clark, Esq. Stearns Weaver Miller Weissler Alhadeff & Sitterson Museum Tower Building, Suite 2200 150 West Flagler Street Miami, FL 33130 Tel: (305) 789-3200 Fax: (305) 789-3395 About Health Drip PLLC Health Drip PLLC, d/b/a SlimdownRx, is a telehealth company dedicated to helping individuals achieve their weight loss goals through personalized guidance and expert advice. The Company provides access to medications like Tirzepatide and offers ongoing provider support to enhance the weight loss journey. Founded by physicians who have experienced their own weight management challenges, SlimDownRx focuses on making effective weight loss solutions more accessible to its clients. Health Drip PLLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 25-41012) on March 24, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by M. Jermaine Watson, Esq. at CANTEY HANGER, LLP. HIGH SOURCES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: High Sources, Inc. 1502 Hobbs Street, Stes. 105 and 106 Tampa, FL 33619 Case No.: 25-03583 Business Description: High Sources, Inc. provides janitorial, facilities maintenance, and construction services across multiple sectors, including healthcare and retail. Based in Tampa, Florida, the Company operates field offices in Arizona, Florida, and Texas. Founded in 2015, it is a minority-owned business. Chapter 11 Petition Date: May 30 2025 Court: United States Bankruptcy Court Middle District of Florida Judge: Hon. Catherine Peek Mcewen Debtor's Counsel: Buddy D. Ford, Esq. FORD & SEMACH, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 Email: All@tampaesq.com Total Assets: $1,110,080 Total Liabilities: $9,148,669 The petition was signed by Maximo Chanlatte as president. A full-text copy of the petition, which includes a list of the Debtor's 20 largest unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/UXCJO5A/High_Sources_Inc__flmbke-25-03583__0001.0.pdf?mcid=tGE4TAMA HILLENBRAND INC: Egan-Jones Retains BB+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on May 6, 2025, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Hillenbrand, Inc. Headquartered in Batesville, Indiana, Hillenbrand, Inc. provides industrial processing equipment, systems, and solutions. IMAX CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB ---------------------------------------------------------- Egan-Jones Ratings Company on May 5, 2025, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by IMAX Corporation to BB from BB-. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Mississauga, Canada, IMAX Corporation offers end-to-end cinematic solution combining proprietary software, theater architecture, and equipment. INIZIO GROUP: S&P Downgrades ICR to 'B-', Outlook Stable -------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.K.-based Inizio Group Ltd. to 'B-' from 'B' and its issue-level rating on the company's first-lien credit facilities to 'B-' from 'B'. The '3' recovery rating is unchanged, indicating its expectation of meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a default. S&P said, "The stable outlook reflects our expectation for Inizio's return to net revenue growth and modest deleveraging in 2025. It also reflects our expectation that liquidity will remain adequate over the next 12 months." Inizio's biopharmaceutical customers continue to navigate a highly uncertain market backdrop. Softer demand for its portfolio of services has persisted since mid-2023. This was due to a confluence of factors affecting its customer base, including inflationary pressure and legislation such as the Inflation Reduction Act, which authorized Medicare to negotiate certain drug prices with manufacturers. In response, many customers reprioritized product pipelines and pursued cost actions to preserve margins, including scaling back commercialization budgets and cancelling projects. Inizio's revenue, net of pass-through costs, decreased 8% in 2024, greater than S&P originally forecasts. Although many biopharmaceutical customers have adjusted to these pressures and Inizio's growth profile has shown modest improvement through the first quarter of 2025, new sources of uncertainty have emerged. The threat of tariffs on pharmaceutical products entering the U.S., renewed focus on drug affordability under the second administration of President Donald Trump, and departmental changes at the U.S. Food and Drug Administration could all threaten customer margins. S&P said, "Accordingly, we have tempered our expectations for organic revenue growth. While our base-case for 2025 assumes a modest net revenue increase of 3%-5%, supported by recent improvements in the company's pipeline, we believe prolonged uncertainty surrounding tariffs, drug pricing, and drug approvals could easily derail this scenario." Inizio's efforts to adjust its cost structure to prevailing demand have mitigated EBITDA deterioration. The company's operating costs primarily consist of employee salaries, offering relatively high flexibility during periods of weaker demand. S&P said, "Workforce reductions in 2024 improved EBITDA margins that were in line with our expectations through the first quarter. Specifically, Inizio's trailing-12-months S&P Global Ratings-adjusted EBITDA margin was 18% as of March 31, 2025, compared to 15% at the end of the prior-year first quarter. We expect the remaining costs to achieve the workforce reductions to roll off during the second quarter and do not anticipate further cost restructuring. This supports our expectation for further improvement to about 19% in 2025. Additionally, we believe Inizio has improved earnings quality as transformational costs related to prior transactions and strategic initiatives have abated." S&P said, "We expect Inizio will sustain credit metrics in line with our 'B-' rating. Metrics had been weak for the previous 'B' rating for some time, with S&P Global Ratings-adjusted leverage of about 9.5x as of March 31 (including preferred equity certificates held by third-party owners, which we treat as debt) and recent FOCF deficits. We had previously believed that one-time costs related to acquisitions, spin-offs, and strategic initiatives would temporarily weaken credit metrics, but layering on sustained demand headwinds has caused us to further prolong our forecast for material improvement. Although we expect deleveraging, Inizio's trajectory over the next 12-18 months is slower than we previously forecast. We now forecast adjusted-debt-to EBITDA of 9x-9.5x in 2025 and 8.5x-9x in 2026. We believe our forecast for EBITDA margin recovery will be the primary driver of deleveraging. Inizio has struggled to generate FOCF in prior years due to elevated transformational costs and interest expense. As a result of management's 2024 cost restructuring and modestly lower base interest rates, we expect the company will return to positive reported FOCF of $20 million and $30 million in 2025, equating to approximately 1% of debt. However, we consider a ratio of under 3% to be insufficient to support a 'B' rating. "We expect Inizio will maintain adequate liquidity over the forecast period. As of March 31, the company's liquidity position consisted of $35 million in cash and $349 million of availability under its $425 million revolving credit facility, of which it recently extended $419.5 million to mature in 2028. Our stable outlook reflects our expectation that Inizio's liquidity position will not deteriorate and that the company will cover its fixed charges without incremental draws on the revolver. Our expectation for a return to positive FOCF in 2025 supports this view, primarily driven by recent changes to the company's cost structure and initiatives to improve working capital efficiency. We believe Inizio could allocate up to $35 million toward sponsor cash distributions in 2025 and 2026, as in prior years, precluding further repayment of the revolving facility. "The stable outlook reflects our expectation for Inizio's return to net revenue growth and modest deleveraging in 2025. It also reflects our expectation that liquidity will remain adequate over the next 12 months. "We could lower our rating on Inizio if operating performance deteriorates significantly, resulting in an inability to cover fixed charges. This would suggest the company's capital structure is unsustainable. Such a scenario could occur if sustained weakness in demand materially reduces revenue and EBITDA, leading to persistent FOCF deficits and diminishing liquidity." S&P could raise its rating on Inizio if it believes it will sustain: -- Adjusted leverage below 8x; and -- Reported FOCF to debt above 3%. This would likely require market stabilization for outsourced pharmaceutical services that allows Inizio to report strong organic revenue growth and stable margins. INKED PLAYMATS: Court Extends Cash Collateral Access to July 15 --------------------------------------------------------------- Inked Playmats Corp. received another extension from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral. The interim order penned by Judge Mindy Mora extended the company's authority to use cash collateral from May 19 to July 15 to pay the expenses set forth in its budget. The company projects total operational expenses of $1,039,576.68 for the period from May to April 2026. As protection, secured creditors were granted post-petition security interest in and lien on the company's accounts receivables, to the same extent and with the same priority as their pre-bankruptcy security interest and lien. The secured creditors include Northeast Bank, the U.S. Small Business Administration, Bright Plastics LLC, Credibly–Retail Capital, LLC, Parkside Funding LLC, CFG Merchant Solutions, and Zahav Asset Management, LLC. A final hearing is set for July 15. About Inked Playmats Corp. Inked Playmats Corp. is a direct-to-consumer e-commerce business specializing in custom gaming accessories. Inked Playmats filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 25-14046) on April 14, 2025, listing up to $500,000 in assets and up to $10 million in liabilities. Thomas Pool, president of Inked Playmats, signed the petition. Judge Mindy A. Mora oversees the case. Philip J. Landau, Esq., at Landau Law, PLLC, represents the Debtor as bankruptcy counsel. INRI LANDSCAPE: Unsecureds to Get $2,500 per Month for 60 Months ---------------------------------------------------------------- INRI Landscape Management, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a First Amended Plan of Reorganization dated May 8, 2025. The Debtor is a Georgia corporation and was formed on April 13, 2011. Debtor is in the commercial and residential landscape business. Stacey Braselton is the sole owner of Debtor and manages operations. On January 13, 2025, Debtor filed for relief under Subchapter V of Chapter 11 of the Bankruptcy Code to reorganize its business. Debtor filed bankruptcy to preserve, protect, and maintain business operations. Debtor has filed bankruptcy to reorganize and form a realistic and systematic method for payment of its creditors. The belief that Debtor has a viable business operation mandated the bankruptcy filing. The Debtor has continued operations as a debtor in possession since filing for relief under the Bankruptcy Code. Debtor has obtained authority from the Bankruptcy Court to make adequate protection payments to most of its secured creditors to maintain the status of its business. Debtor is current in the payment of its post-petition operating expenses. In addition, Debtor has been able to accumulate funds since filing bankruptcy. Debtor has been able to accumulate funds during the winter months which historically are the slowest months for its operations. At present, Debtor anticipates an ability to pay secured creditors in full although payments will be under extended periods from the payment terms under loan documents. Debtor's gross receipts from operations since filing its bankruptcy are as follows: $43,080.24 for January 2025, $56,861.16 for February 2025, and $91,199.00 for March 2025. Gross receipts have increased each month. The Debtor has accumulated total funds of $26,625.94, as of March 31, 2025, although adequate protection payments to secured creditors are just now starting. Debtor's goal is continued growth in its monthly income. The Plan provides for all property of Debtor and all debts and claims owed by Debtor. Class 14 consists of general, unsecured claims of creditors. All creditors holding general, unsecured, non-priority, undisputed, unsecured claims will be paid a pro rata share of the monthly amount of $2,527.93 to be paid by Debtor with the first payment occurring on the first day of the month following the Effective date of the Plan and with each creditor receiving a pro rata share of the monthly amount for approximately sixty months until the principal balance of the claim is paid in full. No interest will be paid on Class 14 Claims. If the Plan is Confirmed under Section 1191(a) of the Bankruptcy Code, Debtor shall pay undisputed claims as provided herein and disputed claims when resolved or concluded in accordance with Article IX of this Plan. If the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, Class 14 will be treated the same as if the Plan was confirmed under Section 1191(a) of the Bankruptcy Code. Debtor's income fluctuates and funds after payment of monthly Plan payments and expenses for continuation, preservation, and operation of Debtor's business will need to accumulate to allow payments provided under the Plan during the months when Debtor's income is lower than its anticipated average monthly income. This Class is impaired and entitled to vote on the Plan. Class 15 consists of the equity interest of the sole shareholder of Debtor. The shareholder of this class shall retain his ownership interest in Debtor and the Reorganized Debtor. On the confirmation date, all assets of the Debtor and all property of Debtor's Estate will be vested in the Debtor, free and clear of all liens, claims, and encumbrances, except for the liens, claims, and encumbrances specifically continued by way of this Plan. The source for payments under the Plan will be from funds generated from Debtor's continued operation of its business. The source for payments under the Plan will also come from net proceeds, if any, collected from prosecution of Avoidance Actions and Causes of Action. The Debtor has provided its projected gross monthly income, projected disposable monthly income, and plan payment information in the exhibits attached hereto. Debtor's anticipated gross monthly income is based on its gross income received in the year 2024 and operating expenses are based on Debtor’s analyses of its 2024 expenses and anticipated necessary operating expenses. A full-text copy of the First Amended Plan dated May 8, 2025 is available at https://urlcurt.com/u?l=gZlYQ2 from PacerMonitor.com at no charge. About INRI Landscape Management Inc. INRI Landscape Management Inc. filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 25-20039) on January 13, 2025, listing up to $1 million in assets and up to $10 million in liabilities. Stacey Braselton, president of INRI, signed the petition. Judge James R. Sacca oversees the case. The Debtor is represented by: Bradley J. Patten, Esq. Smith, Gilliam, Williams & Miles, P.A. Tel: 770-536-3381 Email: bpatten@sgwmfirm.com INSPIREMD INC: Nantahala Capital Holds 9.99% Stake as of March 31 ----------------------------------------------------------------- Nantahala Capital Management, LLC, Wilmot B. Harkey, and Daniel Mack disclosed in a Schedule 13G (Amendment No. 3) filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, they beneficially owned 3,037,935 shares of InspireMD, Inc.'s common stock, par value $0.0001 per share, representing 9.99% of the shares outstanding. The beneficial ownership includes 719,918 shares, which may be acquired within sixty days through the exercise of warrants. Nantahala may be reached through: Taki Vasilakis / Chief Compliance Officer Nantahala Capital Management, LLC 130 Main St., 2nd Floor, New Canaan, Connecticut 06840. Tel: 203-404-1172 A full-text copy of Nantahala's SEC report is available at: https://tinyurl.com/4b2wy2mn About InspireMD Headquartered in Tel Aviv, Israel, InspireMD, Inc. -- http://www.inspiremd.com/-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. Tel-Aviv, Israel-based Kesselman & Kesselman, the Company's auditor since 2010, issued a 'going concern' qualification in its report dated March 12, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has suffered recurring losses from operations and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. As of December 31, 2024, the Company had $46.8 million in total assets, $10.7 million in total liabilities, and $36.1 million in total stockholders' equity. INTERNATIONAL LAND: Delays 10-Q to Complete Financial Review ------------------------------------------------------------ International Land Alliance, Inc. filed a Notification of Late Filing on Form 12b-25 with the U.S. Securities and Exchange Commission, informing that it was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended March 31, 2025 by the November 14, 2025 filing date applicable to smaller reporting companies due to a delay experienced by the Company in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Company is still in the process of compiling required information to complete the Quarterly Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the period ended March 31, 2025 to be incorporated in the Quarterly Report. The Company anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date. About International Land Alliance San Diego, Calif.-based International Land Alliance, Inc. was incorporated under the laws of the State of Wyoming on September 26, 2013. The Company is a residential land development company with target properties located in the Baja California, Northern region of Mexico and Southern California. The Company's principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building plots, securing financing for the purchase of the plots, improving the properties' infrastructure and amenities, and selling the plots to homebuyers, retirees, investors, and commercial developers. Henderson, Nev.-based Bush & Associates CPA LLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated May 21, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has suffered substantial net losses and negative cash flows from operations in recent years and is dependent on debt and equity financing to fund its operations, all of which raise substantial doubt about the Company's ability to continue as a going concern. J MCCLOUD REALTY: Unsecureds to Get 100 Cents on Dollar in Plan --------------------------------------------------------------- J McCloud Realty LLC filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a Subchapter V Plan of Liquidation dated May 8, 2025. The Debtor is a Pennsylvania limited liability company formed in 2015. That same year, the Debtor acquired two residential properties: 3125 North Marston Street and 5909 Windsor Avenue, both located in Philadelphia. The properties are currently rented and generate regular rental income. However, various challenges over the past several years led to the Debtor falling behind on its obligations to secured creditors. This Plan of Liquidation under chapter 11 of Title 11, United States Code, proposes to pay creditors of the Debtor from liquidation of assets. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 4 consists of Non-priority unsecured creditors. These creditors shall receive a pro rata distribution of the net proceeds remaining after payment of administrative and secured claims. The amount of the distribution will depend on the sale proceeds and the allowed amount of claims. This Class is impaired. Class 5 consists of Equity security holders of the Debtor. Existing equity interests shall be retained only to the extent permitted under Section 1129(b) of the Bankruptcy Code. This Plan will be funded by the sale of the Debtor's real properties and rents paid by tenants of the properties. The Debtor must complete the sale of all properties within 365 days after the Effective Date. A full-text copy of the Liquidating Plan dated May 8, 2025 is available at https://urlcurt.com/u?l=JYc9w0 from PacerMonitor.com at no charge. Proposed Attorney for the Debtor: SADEK LAW OFFICES, LLC Michael I. Assad, Esq. Brad J. Sadek, Esq. 1500 JFK Boulevard, Suite 220 Philadelphia, PA 19102 215-545-0008 Email: michael@sadeklaw.com About J McCloud Realty J McCloud Realty, LLC, is a Pennsylvania limited liability company formed in 2015. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 25-11778) on May 6, 2025, listing between $500,001 and $1 million in assets and between $500,001 and $1 million in liabilities. Judge Ashely M. Chan presides over the case. Michael I. Assad and Brad J. Sadek of Sadek Law Offices, LLC, are representing the Debtor. JBSB DESTINY: Seeks to Hire Lane Law Firm PLLC as Counsel --------------------------------------------------------- JBSB Destiny Enterprises Co. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ The Lane Law Firm PLLC as counsel. The firm will render these services: (a) assist, advise and represent the Debtor relative to the administration of the Chapter 11 case; (b) assist, advise and represent the Debtor in analyzing its assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; (c) attend meetings and negotiate with the representatives of the secured creditors; (d) assist the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; (e) take all necessary action to protect and preserve the interests of the Debtor; (f) appear, as appropriate, before this Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of the Debtor before said courts and the United States Trustee; and (g) perform all other necessary legal services in this case. The firm's professionals will be paid at these hourly rates: Robert Lane, Partner $595 Joshua Gordon, Partner $550 Zach Casas, Partner $500 Kyle Garza, Partner $450 Grant Bullwinkel, Partner $450 Paralegals $250 In addition, the firm will seek reimbursement for expenses incurred. The firm received retainer payments in the amount of $36,500 from the Debtor. Mr. Lane disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert C. Lane, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com About JBSB Destiny Enterprises Co. JBSB Destiny Enterprises Co. operates a Massage Heights franchise that offers licensed massage therapy and facial services. JBSB Destiny Enterprises Co. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 25-32566) on May 6, 2025. In its petition, the Debtor reported total assets of $50,006 and total debts of $1,056,900. Judge Jeffrey P. Norman handles the case. The Debtor is represented by Robert C. Lane, Esq. at The Lane Law Firm. KPSKY ACQUISITION: Blackstone Marks $19.9M 1L Loan at 14% Off ------------------------------------------------------------- Blackstone Secured Lending Fund has marked its $19,957,000 loan extended to KPSKY Acquisition, Inc. to market at $17,163,000 or 86% of the outstanding amount, according to Blackstone's Form 10-Q for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. Blackstone is a participant in a First Lien Loan to KPSKY Acquisition, Inc. The loan accrues interest at a rate of 9.89% per annum. The loan matures on October 19, 2028. Blackstone, is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified, closed-end management investment company. The Company is externally managed by Blackstone Private Credit Strategies LLC, and Blackstone Credit BDC Advisors LLC. Additionally, Blackstone Private Credit Strategies LLC, in its capacity as the administrator to the Company, and the Sub-Administrator provide certain administrative and other services necessary for the Company to operate. Blackstone is led by Brad Marshall as Co-Chief Executive Officer, Jonathan Bock as Co-Chief Executive Officer, and Teddy Desloge as Chief Financial Officer. The Company can be reach through: Brad Marshall Blackstone Secured Lending Fund 345 Park Avenue, 31st Floor New York, NY 10154 Telephone: (212) 503-2100 About KPSKY Acquisition, Inc. KPSKY Acquisition, Inc., a Delaware corporation, is jointly controlled by certain investment funds advised and/or managed by Partners Group AG or its affiliates and Kohlberg & Co., L.P. or its affiliates. In September 2021, KPSKY Acquisition acquired BluSky HoldCo, LLC, the parent of the BluSky Restoration Contractors group of companies. KPSKY ACQUISITION: Blackstone Marks $2.2 Million 1L Loan at 14% Off ------------------------------------------------------------------- Blackstone Secured Lending Fund has marked its $2,298,000 loan extended to KPSKY Acquisition, Inc. to market at $1,976,000 or 86% of the outstanding amount, according to Blackstone's Form 10-Q for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. Blackstone is a participant in a First Lien Loan to KPSKY Acquisition, Inc. The loan accrues interest at a rate of 9.89% per annum. The loan matures on October 19, 2028. Blackstone, is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified, closed-end management investment company. The Company is externally managed by Blackstone Private Credit Strategies LLC, and Blackstone Credit BDC Advisors LLC. Additionally, Blackstone Private Credit Strategies LLC, in its capacity as the administrator to the Company, and the Sub-Administrator provide certain administrative and other services necessary for the Company to operate. Blackstone is led by Brad Marshall as Co-Chief Executive Officer, Jonathan Bock as Co-Chief Executive Officer, and Teddy Desloge as Chief Financial Officer. The Company can be reach through: Brad Marshall Blackstone Secured Lending Fund 345 Park Avenue, 31st Floor New York, NY 10154 Telephone: (212) 503-2100 About KPSKY Acquisition, Inc. KPSKY Acquisition, Inc., a Delaware corporation, is jointly controlled by certain investment funds advised and/or managed by Partners Group AG or its affiliates and Kohlberg & Co., L.P. or its affiliates. In September 2021, KPSKY Acquisition acquired BluSky HoldCo, LLC, the parent of the BluSky Restoration Contractors group of companies. KRONOS ACQUISITION: Moody's Alters Outlook on 'B3' CFR to Negative ------------------------------------------------------------------ Moody's Ratings has affirmed Kronos Acquisition Holdings Inc.'s B3 corporate family rating and its B3-PD probability of default rating. Moody's also affirmed Kronos' B2 ratings on its senior secured first lien notes and backed senior secured first lien term loan and Caa2 rating on the senior unsecured notes. The outlook is changed to negative from stable. "The negative outlook reflects the operational disruption caused by a chemical fire at its Conyers warehouse facility and execution risks associated with its relocation, which will result in negative free cash flow, elevated financial leverage and weaker liquidity until early 2026." said Moody's Ratings analyst Dion Bate. RATINGS RATIONALE The affirmation of the B3 CFR reflects Moody's expectations that despite the operational disruption since October 2024 and higher operating costs related to a chemical fire at its warehouse facility in Conyers, Georgia and subsequent closure, the elevated financial leverage and strain on liquidity will be temporary. Combined with expectations of a higher asset-based lending (ABL) drawdown in 2025, debt/EBITDA is expected to increase to around 9x in 2025 but improve towards 7x in 2026, should Kronos be able to relocate its Conyers facility and start production by the end of 2025. While liquidity over the next 12 months is adequate, helped by insurance proceeds, there is limited capacity to absorb a weaker 2025 pool season, delays in the relocation of the Conyers facility or unexpected costs. Kronos is constrained by (1) execution risks associated with the Conyers facility relocation by end 2025; (2) low organic growth in mature markets and product categories; (3) limited product diversity across two product categories; and (4) Kronos' ownership by a private equity firm, which has a history of aggressive financial policies that are more favorable to shareholders. Kronos benefits from: (1) its moderate scale with revenue of $1.5 billion; (2) good brand recognition with a sizable share of the US private label bleach market and good market positions in swimming pool additives; and (3) relatively high normalized EBITDA margins of around 20%. The negative outlook reflects the risks associated with the closure and timely relocation of its Conyers facility by end 2025 and associated costs that will keep free cash flow negative, elevated financial leverage and constrained liquidity through Q1 2026. Though the closure is seen as a temporary business disruption, timely relocation, potential cost overruns, regulatory penalties, and litigation outcomes may further impair liquidity and prolong weak credit metrics. Kronos has adequate liquidity over the next four quarters to June 2026 with sources approximating $200 million while the company has uses of $95 million. Sources of liquidity include cash of around $43 million at March 2025 and the $157 million availability (borrowing base less letters of credit and $55 million drawn) under its $325 million of asset-based lending (ABL) revolver expiring November 2027. Uses reflect $9.25 million term loan amortization and Moody's free cash flow consumption estimate of around $85 million through June 2026. Kronos does not have to comply with any financial covenants unless ABL availability falls below $22.5 million or 10% of the borrowing base, which mandates compliance with a minimum fixed charge coverage ratio of 1x. Moody's do not expect this covenant to be applicable in the next four quarters, but note that the covenant headroom is tight. Kronos has limited ability to generate liquidity from asset sales because its assets are encumbered. Kronos' debt structure has three classes of debt: (1) an unrated $325 million asset backed lending (ABL) revolver, which benefits from a first priority lien on accounts receivable and inventory and a second priority lien on PP&E, (2) B2 rated $925 million senior secured first lien term loan due 2031 and B2 rated $550 million senior secured first lien notes, which rank below the revolver as they have second priority liens on accounts receivable and inventory and first priority liens on PP&E, and benefit from loss absorption cushion provided by the senior unsecured notes, and (3) Caa2 rated $450 million senior unsecured notes, which are subordinated to the first lien facilities. All three classes of debt are guaranteed by all material US operating subsidiaries. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if management demonstrates a longer track record of maintaining more conservative financial policies, sustains adjusted Debt/EBITDA below 5.5x, and maintains good liquidity. The ratings could be downgraded if the relocation of the Conyers facility is delayed such that adjusted Debt/EBITDA is sustained above 7x, liquidity deteriorates materially due to negative free cash flow generation on a consistent basis or inability to extend its ABL well ahead of its expiry. In addition, if there is additional leveraging acquisitions or paying a leveraging dividend to its private owner. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. Kronos (doing business as KIK Consumer Products) is headquartered in Concord, Ontario, Canada and operates in two separate businesses segments — (1) Household — a manufacturer of US private label bleach and cleaning products; and (2) Pool — a manufacturer of pool and spa water treatment products. Kronos is owned by affiliates of Centerbridge Partners, L.P., a private equity firm, and minority investors. KRUGER PACKAGING: DBRS Confirms BB(high) Issuer Rating ------------------------------------------------------ DBRS Limited confirmed the Issuer Rating and Senior Unsecured Notes rating of Kruger Packaging Holdings L.P. (KPH or the Company) at BB (high). All trends are Stable. In addition, Morningstar DBRS revised the recovery rating of the Senior Unsecured Notes to RR3 from RR4. KEY CREDIT RATING CONSIDERATIONS KPH's earnings and cash flows declined in 2024 compared with 2023 despite higher price realizations as a result of higher average old corrugated container (OCC) and variable costs due to inflationary pressure, resulting in a further contraction in profit margin spread. This resulted in deterioration of overall credit metrics of the Company in line with Morningstar DBRS' expectations. KPH generated 84% of both revenue and EBITDA in 2024 from its Containerboard, Paperboard & Boxes segment, with the remainder from the Paper & Pulp Products segment. EBITDA from the Paper & Pulp Products segment also deteriorated in 2024 because of lower price realizations combined with higher input costs. KPH has appropriately scaled down operations in this segment over the last several years given that North American demand for newsprint has been in secular decline for many years now. Morningstar DBRS expects KPH's 2025 EBITDA to improve year over year as a result of an anticipated increase in price realizations accompanied by a decrease in OCC costs. KPH's new greenfield box plant in Elizabethtown, Kentucky, became operational in 2022. The total capital cost for the project was USD 142 million, excluding start-up capital. The box plant will likely reach full capacity by 2027, and KPH expects the new plant to increase the forward integration for its linerboard production to about 62% by 2027 from around 57% currently. Morningstar DBRS expects containerboard prices to further improve in 2025, thus resulting in average 2025 prices to be above average 2024 prices as a result of demand outstripping supply as overall industry operating rates remain below full capacity. As a result, Morningstar DBRS expects the adjusted debt-to-EBITDA ratio to decrease to about 2.3 times (x) in 2025 compared with 3.5x in 2024. CREDIT RATING DRIVERS Morningstar DBRS may consider a positive rating action if there is a substantial improvement in the business risk profile of the Company. While unlikely, a negative rating action would be possible if there was a significant deterioration in the financial risk profile of the Company. EARNINGS OUTLOOK After witnessing a sharp decline in average OCC prices in 2023 as a result of lower demand in North America coupled with an incremental addition in overall containerboard capacity, OCC prices rebounded in 2024 where Morningstar DBRS expects OCC prices to moderate and gradually increase over the next few years. However, improved North American demand in conjunction with strong capacity management by industry leaders will lead to an improvement in the Company's overall profit spread and lead to higher earnings from the Containerboard, Paperboard & Boxes segment. The Paper & Pulp Products segment's earnings are also likely to improve slightly compared with 2024 as a result of improved newsprint selling prices. This segment is positioned to generate a steady level of earnings with a minimal level of investment. The Company will also continue to benefit from the Hydro-Québec 20% electricity rebate, which will be in effect until 2032. FINANCIAL OUTLOOK Morningstar DBRS estimates the average adjusted debt-to-EBITDA ratio will decrease to below 2.0x during the next couple of years as the margins improve as a result of improved price realization accompanied by increased capacity utilization at the new Elizabethtown box plant. CREDIT RATING RATIONALE The credit ratings are underpinned by KPH's exposure to the less volatile paper packaging industry, stable, nondiscretionary end-market customers, and low-cost, efficient operations. The ratings are supported by a conservative financial policy and low leverage for the current rating category. However, the ratings are constrained by the Company's lack of size and market position in the North American containerboard segment, lack of diversification in the broader paper and forest products industry, exposure to volatile input costs, and relatively low (albeit increasing) forward integration into its corrugated box plants. The Stable trends reflect Morningstar DBRS' expectation that KPH's key credit metrics will continue to support the overall ratings. The reduction in the Company's overall debt levels over the past year led to a revised recovery rating to RR3 from RR4 reflecting a recovery of 60% to 80% in a default scenario for the Senior Unsecured Notes. However, the Senior Unsecured Notes rating remains unchanged despite this upward revision in the instrument's recovery rating. Notes: All figures are in Canadian dollars unless otherwise noted. LA TANA: Hires Darby Law Practice Ltd. as Legal Counsel ------------------------------------------------------- La Tana, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Darby Law Practice, Ltd. as counsel. The firm will render these services: (a) advise the Debtor of its rights, powers and duties in the continued operation of business and management of its properties; (b) take all necessary action to protect and preserve the Debtor's estate; (c) prepare on behalf of the Debtor all necessary legal papers in connection with the administration of its estate; (d) attend meetings and negotiations with the Subchapter 5 trustee, representatives of creditors, equity holders or prospective investors or acquirers and other parties in interest; (e) appear before the court, any appellate courts and the Office of the United States Trustee to protect the interests of the Debtor; (f) pursue approval of confirmation of a plan of reorganization and approval of the corresponding solicitation procedures and disclosure statement; and (g) perform all other necessary legal services in connection with the Chapter 11 case. Kevin Darby, Esq., the primary attorney in this representation, will be billed at his hourly rate of $550. The brother of the Debtor's principal paid Darby Law Practice a retainer fee in the amount of $7,800. Mr. Darby disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kevin A. Darby, Esq. Darby Law Practice, Ltd. 499 W. Plumb Lane, Suite 202 Reno, NV 89509 Telephone: (775) 322-1237 Facsimile: (775) 996-7290 Email: kevin@darbylawpractice.com About La Tana, Inc. La Tana, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 25-50375) on April 24, 2025. The firm hires Darby Law Practice, Ltd. as counsel. LAKE COUNTY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Lake County Hospitality, LLC 4909 Oakton Street Skokie, IL 60077 Case No.: 25-08293 Business Description: Lake County Hospitality, LLC operates in the hotel and lodging sector and is associated with properties in Illinois. The Company manages hospitality assets and has been linked to hotels such as Four Points by Sheraton in Buffalo Grove. Chapter 11 Petition Date: May 30, 2025 Court: United States Bankruptcy Court Northern District of Illinois Judge: Hon. Timothy A Barnes Debtor's Counsel: Paul M. Bach, Esq. BACH LAW OFFICES P.O. Box 1285 Northbrook, IL 60065 Email: paul@bachoffices.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Amin Amdani as managing member. A full-text copy of the petition, which includes a list of the Debtor's 20 largest unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/AGLAJPQ/Lake_County_Hospitality_LLC__ilnbke-25-08293__0001.0.pdf?mcid=tGE4TAMA LANDMARK HOLDINGS: Committee Hires Greenberg Traurig as Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Landmark Holdings of Florida, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Greenberg Traurig, LLP as counsel. The firm will provide these services: a. advise the Committee with respect to its rights, duties and powers in these cases; b. assist and advise the Committee in its consultations with the Debtor relative to the administration of these cases; c. assist with the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and of the operation of the Debtors' business and any other matters relevant to these cases; d. assist the Committee in its analysis of and negotiations with the Debtors or any third party concerning matters related to, among other things, the terms of a sale, plan of reorganization or liquidation, or other conclusion of these cases; e. assist the Committee in requesting the appointment of a trustee or examiner, should such action become necessary; f. assist and advise the Committee as to its communications to the general creditor body regarding significant matters in these cases; g. represent the Committee at all hearings and other proceedings; h. review and analyze all applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety; i. assist the Committee in preparing agreements, motions, applications, orders, complaints, answers, briefs and pleadings as may be necessary in furtherance of the Committee's interests and objectives; and j. perform such other legal services as may be required under the circumstances of this case and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. The firm will be paid at these rates: John D. Elrod, Shareholder $1,062.50 per hour Allison J. McGregor, Associate $595 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John Elrod, Esq., a partner at Greenberg Traurig, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John D. Elrod, Esq. Greenberg Traurig, LLP 3333 Piedmont Road NE, Suite 2500 Atlanta, GA 30305 Direct: (678) 553-2259 Tel: (678) 553-2100 Email: elrodj@gtlaw.com About Landmark Holdings of Florida, LLC Landmark Holdings of Florida, LLC and seven affiliates filed Chapter 11 petitions (Bankr. M.D. Fla. Lead Case No. 25-00397) on March 9, 2025. The petitions were signed by Landmark CEO Bryan Day. At the time of the filing, Landmark reported between $50 million and $100 million in assets and between $50 million and $100 million in liabilities. Judge Caryl E. Delano oversees the cases. The Debtors are represented by: Jamie Zysk Isani, Esq. Hunton Andrews Kurth, LLP Tel: (305) 536-2724 Email: jisani@hunton.com LI-CYCLE HOLDINGS: Glencore Entities Hold 65.9% Stake as of May 14 ------------------------------------------------------------------ Glencore plc, Glencore International AG, and Glencore Canada Corporation disclosed in a Schedule 13D (Amendment No. 10) filed with the U.S. Securities and Exchange Commission that as of May 14, 2025, they beneficially own 85,880,091 Common Shares of Li-Cycle Holdings Corp.'s Common Shares without par value, representing 65.9% of the outstanding class. This includes 85,872,668 Common Shares issuable to Glencore Canada Corporation upon conversion of all outstanding secured and unsecured notes of the Company, subject to adjustment and including accrued but unpaid interest through May 15, 2025, as well as 7,423 Common Shares previously awarded to Mr. Kunal Sinha under the Company's 2021 Incentive Award Plan. The percentage is based on 44,541,690 Common Shares outstanding as of March 18, 2025, plus the shares issuable to Glencore Canada Corporation. Glencore may be reached through: Peter Wright Glencore Canada Corporation 100 King Street West, Suite 6900 Toronto, A6, M5X 1E3 Tel:(416) 775-1500 A full-text copy of Glencore plc's SEC report is available at: https://tinyurl.com/rf6h7c9c About Li-Cycle Holdings Corp. Li-Cycle Holdings Corp. is a Canada-based global lithium-ion battery resource recovery company and pure-play lithium-ion battery recycler. Toronto, Canada-based Marcum Canada LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated March 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of September 30, 2024, Li-Cycle Holdings had $870.6 million in total assets, $575.3 million in total liabilities, and $295.3 million in total equity. LOCALS ONLY: Hires Lookout Bookkeeping Services as Bookkeeper ------------------------------------------------------------- Locals Only Gifts, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Lookout Bookkeeping Services, LLC as bookkeeper. The firm will record financial transactions, reconciling bank statements, preparing and analyzing financial statements, assisting with sales tax filings for the Debtor. The firm will be paid at the rate of $300 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Gopperton disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joshua Gopperton Lookout Bookkeeping Services, LLC 6141 Highway 95 Rock Spring, GA 30739 Tel: (706) 847-0663 About Locals Only Gifts, LLC Locals Only Gifts, LLC filed Chapter 11 petition (Bankr. E.D. Tenn. Case No. 25-10943) on April 16, 2025, listing between $50,001 and $100,000 in assets and between $500,001 and $1 million in liabilities. Judge Nicholas W. Whittenburg oversees the case. The Debtor is represented by Amanda M. Stofan, Esq., at Farinash & Stofan. LOCALS ONLY: Hires Talley Mullins & Co. P.C. as Counsel ------------------------------------------------------- Locals Only Gifts, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Talley, Mullins & Co., P.C. as counsel. The firm will prepare reports, returns, analyze financial statements and review and supervise accounting records for the Debtor. The firm will be paid at the rate of $150 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ms. Talley disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark L. Talley, CPA Talley, Mullins & Co., P.C. 403 N. Hamilton Street Dalton, GA 30720 Tel: (706) 226-6377 About Locals Only Gifts, LLC Locals Only Gifts, LLC filed Chapter 11 petition (Bankr. E.D. Tenn. Case No. 25-10943) on April 16, 2025, listing between $50,001 and $100,000 in assets and between $500,001 and $1 million in liabilities. Judge Nicholas W. Whittenburg oversees the case. The Debtor is represented by Amanda M. Stofan, Esq., at Farinash & Stofan. LODGING ENTERPRISES: Hires Allen Gibbs & Houlik as Accountant ------------------------------------------------------------- Lodging Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Allen, Gibbs & Houlik, L.C. as accountants. The firm will perform an audit based on agreed-upon procedures for the Debtor, including auditing the Debtor's bank reconciliations, revenue procedures, and expense procedures. Tyler P. Walden, the accountant of the firm handling the case, will be paid $380 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Tyler P. Walden, a Certified Public Accountant at Allen, Gibbs & Houlik, L.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Tyler P. Walden Allen, Gibbs & Houlik, L.C. 9401 Indian Creek Pkwy #650 Overland Park, KS 66210 Tel: (844) 577-1122 About Lodging Enterprises, LLC Founded in 1984, Lodging Enterprises, LLC, a company in Wichita, Kansas, offers a full suite of crew accommodations, specializing in 24-hour food, lodging and hospitality services. A large segment of the company's clientele are composed of railroad, and other transportation-industry workers for whom it is essential that lodging is available. The company owns and operates 44 Wyndham-branded hotels and 27 restaurants located in 23 states across the country. Lodging Enterprises filed a Chapter 11 petition (Bankr. D. Kan. Case No. 24-40423) on June 26, 2024, with $100 million to $500 million in both assets and liabilities. Jonathan Margolies, Esq., at SEIGFREID & BINGHAM, P.C., is the Debtor's counsel. MARRS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Marrs Construction, Inc. 711 W. Happy Valley Rd. Phoenix, AZ 85085 Case No.: 25-04964 Business Description: Marrs Construction, Inc. is a Phoenix-based contractor that provides demolition, excavation, earthwork, site preparation, civil utility, and paving services. The Company serves both residential and commercial projects across the greater Phoenix area. Chapter 11 Petition Date: May 30, 2025 Court: United States Bankruptcy Court District of Arizona Debtor's Counsel: Christopher C. Simpson, Esq. OSBORN MALEDON, P.A. 2929 N. Central Avenue Suite 2100 Phoenix, AZ 85012 Tel: 602-640-9349 Email: csimpson@omlaw.com Total Assets: $10,177,042 Total Liabilities: $12,177,492 The petition was signed by Timothy A. Marrs as president. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/UTRKY4Q/Marrs_Construction_Inc__azbke-25-04964__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Martin Marietta $2,581,055 Materials, Inc PO Box 677061 Dallas, TX 75267 Email: erocksalerts@martinmarietta.com 2. Arizona Department of Revenue Tax Debt $469,481 Attn: Audit Processing 1600 W Monroe St Division 9 Phoenix, AZ 85007-2650 3. Revenued, LLC Loan $350,000 55 Almeria Ave 2nd Flr Miami, FL 33134 4. Trench-Ade, LLC $199,434 3300 N 3rd Ave Phoenix, AZ 85013 Email: ar@trench-ade.com 5. Heritage Advisors $169,200 1500 Bethany Home Rd Ste 250 Phoenix, AZ 85014 6. Saxon Paving, LLC $156,895 22424 S Ellsworth, PO Box 13 San Tan Valley, AZ Phone: 85140-2000 Email: tina.graham@saxonpaving.com 7. A Barricade Company, LLC Trade Debt $149,762 PO Box 18141 Phoenix, AZ 85005 Email: invoicing@abarricadecompany.com 8. North Valley Rock $146,315 47801 N Black Canyon Hwy 388 New River, AZ 85087 Email: chance@northvalleyrock.com 9. Payroll Funding Loan $134,160 10956 Viaje Ave Las Vegas, NV 89135 10. Fullerform Systems, Inc. $132,191 24 E Pioneer St Phoenix, AZ 85040 11. The Huntington 2018 12M3 $127,657 National Bank Grader 11100 Wayzata Blvd Ste 700 Attn: Marty Straub Hopkins, MN 55305 Email: efcustomerservice@huntington.com 12. Ascentium Capital Loan $122,872 23970 Hwy 59 N Kingwood, TX 77339 13. Payroll Funding Loan $118,488 10956 Viaje Ave Las Vegas, NV 89135 14. Payroll Funding Loan $115,895 10956 Viaje Ave Las Vegas, NV 89135 15. Martin Marietta Trade Debt $111,993 Materials, AP PO Box 677061 Dallas, TX 75267 Email: erocksalerts@martinmarietta.com 16. The Huntington Loan $105,253 National Bank 11100 Wayzata Blvd Ste 700 Attn: Marty Straub Hopkins, MN 55305 17. TNT Equipment $104,580 367 S Muleshoe Rd Apache Junction, AZ 85119 18. United Rentals $65,171 5010 S 67th Ave Phoenix, AZ 85043-6923 19. Empire Southwest $60,015 PO Box 842381 Los Angeles, CA 90084 Email: Client.Accounts@empire-cat.com 20. Otto Trucking $57,914 PO Box 208670 Dallas, TX 75320 Email: lori@ottotrucking.com MAVERICK ACQUISITION: Blackstone Marks $18.4 Million 1L Loan at 45% ------------------------------------------------------------------- Blackstone Secured Lending Fund has marked its $18,456,000 loan extended to Maverick Acquisition, Inc. to market at $10,151,000 or 55% of the outstanding amount, according to Blackstone's Form 10-Q for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. Blackstone is a participant in a First Lien Loan Loan to Maverick Acquisition, Inc. The loan accrues interest at a rate of 10.55% per annum. The loan matures on June 1, 2027. Blackstone, is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified, closed-end management investment company. The Company is externally managed by Blackstone Private Credit Strategies LLC, and Blackstone Credit BDC Advisors LLC. Additionally, Blackstone Private Credit Strategies LLC, in its capacity as the administrator to the Company, and the Sub-Administrator provide certain administrative and other services necessary for the Company to operate. Blackstone is led by Brad Marshall as Co-Chief Executive Officer, Jonathan Bock as Co-Chief Executive Officer, and Teddy Desloge as Chief Financial Officer. The Company can be reach through: Brad Marshall Blackstone Secured Lending Fund 345 Park Avenue, 31st Floor New York, NY 10154 Telephone: (212) 503-2100 About Maverick Acquisition, Inc. Maverick Acquisition, Inc is a manufacturer of precision machined components for defense and high-tech industrial platforms. MBIA INC: Registers 3M More Shares Under Omnibus Incentive Plan --------------------------------------------------------------- MBIA Inc. filed a registration statement in accordance with Instruction E to Form S-8 with the U.S. Securities and Exchange Commission to register 3,000,000 additional shares of common stock, par value $1.00 per share of the Company that may be issuable pursuant to the Amended and Restated MBIA Inc. Omnibus Incentive Plan (formerly the MBIA Inc. 2005 Omnibus Incentive Plan, the "Plan"). The contents of the Company's original Registration Statement on Form S-8, Registration Statement No. 333-127539, filed on August 15, 2005, additional Registration Statement on Form S-8, Registration Statement No. 333-159648, filed on June 1, 2009, additional Registration Statement on Form S-8 No. 333-183529, filed on August 24, 2012, additional Registration Statement on Form S-8 No. 333-262687, filed on February 14, 2022, additional Registration Statement on Form S-8 No. 333-264991, filed on May 16, 2022 and additional Registration Statement on Form S-8 No. 333-280443, filed on June 24, 2024 are incorporated herein by reference. The additional 3,000,000 shares of Common Stock that are subject of this Registration Statement relate to the increase in the number of authorized shares available for issuance under the Plan as approved by the Company's shareholders at the Company's annual meeting held on May 6, 2025. A full-text copy of the registration statement is available at https://tinyurl.com/yckdz45h About MBIA MBIA Inc., together with its consolidated subsidiaries, operates within the financial guarantee insurance industry. MBIA manages its business within three operating segments: 1) United States public finance insurance; 2) corporate; and 3) international and structured finance insurance. The Company's U.S. public finance insurance portfolio is managed through National Public Finance Guarantee Corporation, its corporate segment is managed through MBIA Inc. and several of its subsidiaries, including its service company, MBIA Services Corporation, and its international and structured finance insurance business is primarily managed through MBIA Insurance Corporation and its subsidiaries. As of Dec. 31, 2024, MBIA had $2.2 billion in total assets, $4.2 billion in total liabilities, and $2.1 billion in total deficit. * * * Egan-Jones Ratings Company on December 19, 2024, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by MBIA Inc. METHANEX CORP: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on May 13, 2025, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Methanex Corporation. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Vancouver, Canada, Methanex Corporation produces and markets methanol. MGM RESORTS: Egan-Jones Retains B Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on May 22, 2025, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by, MGM Resorts International. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Las Vegas, Nevada, MGM Resorts International operates gaming, hospitality, and entertainment resorts. MOBIVITY HOLDINGS: Delays Q1 10-Q Filing Due to Audit Review ------------------------------------------------------------ Mobivity Holdings Corp. filed a Notification of Late Filing on Form 12b-25 with the U.S. Securities and Exchange Commission, informing that it will not, without unreasonable effort and expense, be able to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 within the prescribed time period due to delays in completion of the preparation and review of the financial statements for the fiscal quarter ended March 31, 2025. The Form 10-Q cannot be filed within the prescribed time period because the Company's auditor requires additional time to finalize its review of the Company's financial statements to ensure adequate disclosure of the financial information required to be included in the Form 10-Q. The Company has dedicated significant resources to completing the Form 10-Q and is working diligently with the auditor to complete the necessary work to file the Form 10-Q as soon as practicable within the fifth calendar day following the prescribed due date. About Mobivity Holdings Mobivity Holdings Corp. develops and operates proprietary platforms that enable brands and enterprises to run data-driven marketing campaigns at both national and local levels. The Company's flagship product, Recurrency, is a self-service SaaS platform that empowers businesses to optimize promotions, media, and marketing spend. On average, Recurrency delivers a 13% increase in guest spend and a 26% improvement in visit frequency resulting in a 10X Return on Marketing Spend. In other words, for every dollar invested, retailers using Recurrency generate approximately ten dollars in incremental revenue. In its report dated April 7, 2025, the Company's auditor M&K CPAS, PLLC, issued a "going concern" qualification citing that the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. MOM CA INVESTO: Hires Hilco Real Estate as Real Estate Broker ------------------------------------------------------------- MOM CA Investo LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hilco Real Estate, LLC as real estate broker. The firm will market and sell the Debtors' real properties located in Laguna Beach, CA; Newport Beach, CA; and Los Angeles, CA. The firm will be paid a commission of .75 percent of the gross proceeds; provided that (a) if the buyer is one of the party listed as Lender Firm, the firm shall earn a fee equal to .35 percent of the gross sale proceeds and (b) if the buyer is a party listed as Lender and acquires the Property through a credit bid, the firm shall receive any cash proceeds otherwise payable to the Debtors, net of any reasonable and customary costs of sale, up to the full commission of .75 percent of the gross sale proceeds. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric Kaup Hilco Real Estate, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Email: ekaup@hilcoglobal.com About MOM CA Investo LLC MOM CA Investco LLC and affiliates constitute a real estate joint venture comprised of a portfolio of commercial properties owned by the Debtors. The properties that make up the portfolio include hotels, an apartment complex, office buildings, other commercial real estate, and individual homes used as luxury vacation rentals. The Debtors have requested joint administration of their Chapter 11 cases under lead Case No. 25-10321 (Bankr. D. Del. in MOM CA Investco LLC). In the petition signed by Mark Shinderman, chief restructuring officer, the Debor disclosed up to $500 million in both assets and liabilities. Judge Brendan Linehan Shannon oversees the case. The Debtors tapped Buchalter, A Professional Corporation as lead bankruptcy counsel; Potter Anderson & Corroon, LLP as bankruptcy co-counsel; and FTI Consulting, Inc. as restructuring advisor. NEW WORLD: Seeks Chapter 11 Bankruptcy in Texas ----------------------------------------------- On May 28, 2025, New World Contracting LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas. According to court filing, the Debtor reports $1,567,984 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About New World Contracting LLC New World Contracting LLC is a construction company specializing in public infrastructure projects including schools, parks, historic restorations, highways, bridges, and hospitals. Based in Texas, it has worked with government entities such as the U.S. Army Corps of Engineers and the Department of Defense. The Company was founded in 2013 and is woman-owned, minority-owned, and certified as a disadvantaged business enterprise. New World Contracting LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 25-31944) on May 28, 2025. In its petition, the Debtor reports total assets of $9,329 and total liabilities of $1,567,984. The Debtors are represented by Kevin S. Wiley, Sr. at WILEY LAW GROUP, PLLC. NFI GROUP: Moody's Assigns B1 Corp. Family Rating, Outlook Stable ----------------------------------------------------------------- Moody's Ratings assigned NFI Group, Inc. (NFI) a B1 corporate family rating, a B1-PD probability of default rating, and an SGL-2 speculative grade liquidity rating. Moody's also assigned a B2 rating to the proposed USD $600 million backed senior secured second lien notes due 2030 (subject to upsizing) at New Flyer Holdings, Inc. The outlook for both entities is stable. Proceeds from the second lien Notes will be used to refinance existing outstanding term debt and a significant portion of drawn borrowings on the existing revolving credit facility as the company seeks to achieve a more sustainable and cost-effective capital structure. "NFI's B1 rating reflects the company's record backlog supporting good earnings visibility, Moody's expectations of demand and pricing growth, and conservative financial policies supporting near-term deleveraging" said Will Gu, Moody's Ratings analyst. RATINGS RATIONALE NFI’s rating is supported by: (1) a leading competitive position with a diversified end market; (2) a record backlog and diverse platform base providing solid future cash flow visibility; and (3) conservative financial policies driving sizable debt reduction. The rating is challenged by: (1) high initial pro-forma leverage and volatile and low gross margins amplifying cyclical risks; (2) a smaller scale relative to the broader rated manufacturing peer group; and (3) ongoing external headwinds including tariffs and supply chain concerns. Pro-forma for the proposed refinancing, NFI will begin with an elevated initial leverage as of PF FYE24 at about 5.4x on a Moody’s adjusted basis. Near-term deleveraging will be facilitated by a record backlog that that should support bus delivery growth through 2026, increased pricing and stronger margins. Improved top line growth and the positive competitive position drops Moody's adjusted gross debt/EBITDA to about 3.7x by FYE 2025, continuing to fall to around 3.1x by FYE 2026. However the outlook remains constrained by ongoing external headwinds including tariffs and supply chain concerns. New Flyer Holdings, Inc.’s senior secured second lien notes are rated B2, one notch below the B1 CFR of its holding entity due to the lower position on the waterfall and the subordination to the sizable first lien senior secured revolver (not rated). The second lien notes are guaranteed by the holding entity (NFI) and all direct and domestic subsidiaries of New Flyer Holdings, Inc. Governance considerations include an elevated initial financial leverage and volatile and low gross margins heightening financial risks while a strong financial policy supports significant debt reduction. Moody's also expects no significant leveraging actions for the foreseeable future as acquisitions, share repurchases, and dividends all remain low priorities. The proposed refinancing is also expected to lead to interest savings and allow NFI to manage its debt more effectively. Pro-forma for the transaction, NFI has good liquidity through March 2026, with sources comprised of cash on hand of around $108 million as of March 2025 and free cash flow of around $100 million in the next 12 months. The company has pro forma availability around $420 million post-transaction, as the revolver steps down to $700 million (from $845 million). The revolving credit facility has a four-year term that will expire in 2029, a $300 million letter of credit sub-limit, and a $250 million accordion feature. The company had around $90 million in letters of credit at the end of Q1. Moody's expects good cushion on the maintenance covenant. NFI has limited flexibility to generate liquidity from asset sales. The stable outlook reflects Moody's expectations that NFI will continue to grow EBITDA as they execute on the backlog and gradually decrease leverage towards 3.0x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if debt to EBITDA approaches towards 3.0x, and free cash flow and liquidity improves such that FCF/Debt approaches 8%. The ratings could be downgraded if end-market demand weakens beyond Moody's current expectations, forward looking Debt-to-EBITDA is sustained above 4x, major supply chain disruptions occur, liquidity weakens or Moody's sees more aggressive financial policies. Headquartered in Winnipeg, Manitoba, NFI is the leading manufacturer of bus and motorcoach products including heavy duty transit buses and coach buses primarily supplying transit authorities. It operates through the Manufacturing, and Aftermarket segments, involved in the production, service, and support of new transit buses, coaches, medium-duty, and cutaway buses and selling aftermarket parts for the buses and coaches. The principal methodology used in these ratings was Manufacturing published in September 2021. NORTH HOUSTON: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: North Houston Heart and Vascular Associates PA Houston Heart and Vascular The Vein Institute and Med Spa 1207 North Houston Avenue Humble, TX 77338 Business Description: North Houston Heart and Vascular Associates PA dba The Vein Institute & MediSpa, based in Humble, Texas, provides vascular care services in the greater Houston area. The clinic specializes in the prevention, diagnosis, and minimally invasive treatment of vascular conditions, including laser vein procedures. It was founded by Dr. Raymond Little, a board-certified cardiovascular specialist. Chapter 11 Petition Date: May 28, 2025 Court: United States Bankruptcy Court Southern District of Texas Case No.: 25-32960 Debtor's Counsel: Phillip Yates, Esq. LAW OFFICE OF YATES & ASSOCIATES, PLLC 440 Louisiana, Lyric Centre 929 Houston TX 77002 Tel: (713) 259-6877 Email: pyates@yateslawpllc.com Total Assets: $3,578,969 Total Liabilities: $1,499,863 Raymond W. Little, MD, in his role as CEO, affixed his signature to the petition. A copy of the Debtor's list of 20 largest unsecured creditors is available for free on PacerMonitor at: https://www.pacermonitor.com/view/6ABHK7A/NORTH_HOUSTON_HEART_AND_VASCULAR__txsbke-25-32960__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/ZXXNMXI/NORTH_HOUSTON_HEART_AND_VASCULAR__txsbke-25-32960__0001.0.pdf?mcid=tGE4TAMA OIL STATES: Egan-Jones Retains B- Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on May 14, 2025, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Oil States International, Inc. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Houston, Texas, Oil States International, Inc. provides specialty products and services to oil and gas drilling and production companies. OMRAADHI LLC: Seeks to Sell Hotel Property in an Auction -------------------------------------------------------- Omraadhi, LLC, d/b/a Econo Lodge Inn & Suites, seeks permission from the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, to sell substantially all of its Assets, free and clear of liens, interests, and encumbrances. The Debtor wants to sell its primary assets, real property improved by an operating hotel known as the Econo Lodge Inn & Suites located at 2755 N. Panam Express Way, San Antonio, Texas 78208 and all associated furniture, fixtures and equipment. The Debtor is an Econo Lodge hotel franchisee pursuant to a Franchise Agreement with Choice Hotels International, Inc. The Debtor's primary secured lender, Prem II LLC holds a first-lien deed of trust on the real property and has filed a proof of claim asserting loan obligations of $1,817,651.72. The Debtor scheduled the market value of the real property as $2,600,000.00. Eric Terry has been appointed as the Subchapter V Trustee of the case. The Debtor has prepared a comprehensive set of procedures for soliciting bids on the Property. The Bid Procedures will help ensure an open, competitive, and efficient sale process and maximize value for the Debtor's bankruptcy estate. The key dates proposed under the Bid Procedures, subject to change, are as follows: -- Marketing period commences on May 30, 20252 -- June 6, 2025 Debtor's deadline to file and serve Notice of Assumption of Franchise Agreement and Cure Amounts -- June 20, 2025 Deadline for Franchisor to object to proposed Assumption and Cure Amounts -- July 7, 2025 at 5:00 pm Bid Deadline -- July 10, 2025 Qualifying Bids determined and bidders notified -- July 15, 2025 Auction – Successful and Backup Bidder identified -- July 18, 2025 Deadline to serve Sale Notice -- 3 Business Days prior to Sale Hearing Deadline for all objections to the Sale -- July 31, 2025 or TBD Sale Hearing -- August 15, 2025 Closing Deadline Interested bidders seeking to conduct due diligence on the Assets should contact the Debtor’s broker via telephone or email as follows: Joseph H. Sloan III Keller Williams City View 15510 Vance Jackson Road, Suite 101 San Antonio, TX 78249 (210) 849-2175 Email: legal@kwcityview.com Provided that more than one Qualified Bid is received, the Debtor will conduct an Auction as set forth in the Bid Procedures and Bid Procedures Order. Should the Franchisor object to assumption of the Franchise Agreement or the Cure Amount it must file an objection with the Court and serve the same upon all Notice Parties no later than June 20, 2025, otherwise the Franchisor will be forever barred from contesting the assumption or Cure Amount. If any objections cannot be resolved by the Debtor and the Franchisor, such objection shall be considered and resolved at the Sale Hearing. The Successful Bidder may at its option assume the Franchise Agreement at Closing; provided however that the Debtor reserves the right to reject the Franchise Agreement prior to the Sale Hearing. About Omraadhi LLC d/b/a Econo Lodge Inn & Suites Omraadhi, LLC owns and operates the Econo Lodge Inn & Suites in San Antonio, Texas, offering affordable lodging accommodations and rental services for travelers visiting the city. Omraadhi sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 25-50704) on March 1, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Craig A. Gargotta handles the case. The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. ONDAS HOLDINGS: Fails to Meet Nasdaq's Minimum Bid Price Rule ------------------------------------------------------------- Ondas Holdings Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a letter from The Nasdaq Stock Market LLC indicating that for the 30 consecutive business days prior to May 16, 2025, the bid price for the Company's common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until November 12, 2025, to regain compliance. The Nasdaq Staff Deficiency Letter states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(a)(2) if at any time before November 12, 2025 (the "Compliance Period"), the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days. The Nasdaq Staff Deficiency Letter has no immediate effect on the listing or trading of the Company's common stock. The Company intends to continue actively monitoring the bid price for its shares of common stock between now and the expiration of the Compliance Period and will consider all available options to resolve the deficiency with every intention to regain compliance with the Minimum Bid Price Requirement. If the Company does not regain compliance with Rule 5550(a)(2) within the Compliance Period, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, for example, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Nasdaq staff's determination to delist its securities. There can be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company's request for continued listing subsequent to any delisting notification. About Ondas Holdings Marlborough, Mass.-based Ondas Holdings Inc. provides private wireless data solutions through its subsidiary, Ondas Networks Inc., and commercial drone solutions through Ondas Autonomous Systems Inc. (OAS), which includes wholly owned subsidiaries American Robotics, Inc. and Airobotics LTD. OAS focuses on the design, development, and marketing of autonomous drone solutions, while Ondas Networks specializes in proprietary, software-based wireless broadband technology for both established and emerging commercial and government markets. Together, Ondas Networks, American Robotics, and Airobotics deliver enhanced connectivity, situational awareness, and data collection capabilities to users in defense, homeland security, public safety, and other critical industrial and government sectors. In an audit report dated March 12, 2025, the Company's auditor, Rosenberg Rich Baker Berman, P.A., issued a "going concern" qualification, citing that the Company has experienced recurring losses from operations, negative cash flows from operations and a working capital deficit as of Dec. 31, 2024. As of Dec. 31, 2024, Ondas Holdings had $109.62 million in total assets, $73.68 million in total liabilities, $19.36 million in redeemable noncontrolling interest, and $16.58 million in total stockholders' equity. OPTINOSE INC: Paratek Merger Deal Gains 78% Stockholder Approval ---------------------------------------------------------------- OptiNose, Inc. held a special meeting of stockholders on May 16, 2025. The Company filed its definitive proxy statement for the proposals voted upon at the Special Meeting with the Securities and Exchange Commission on April 15, 2025. As of the close of business on April 7, 2025, the record date for the Special Meeting, there were 10,127,381 shares of the Company's common stock issued and outstanding and entitled to vote at the Special Meeting. A quorum of 8,406,605 shares of the Company's common stock was represented in person or by proxy at the Special Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each proposal: 1. Proposal to adopt the Agreement and Plan of Merger, dated as of March 19, 2025, by and among the Company, Paratek Pharmaceuticals, Inc., and Orca Merger Sub, Inc., pursuant to which and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Paratek as described in the Proxy Statement. The voting results for the Merger Agreement Proposal, which was approved by the Company's common stockholders, receiving the affirmative vote of approximately 77.96% of the shares of the Company's common stock outstanding and entitled to vote at the Special Meeting: Votes For: 7,895,529 Votes Against: 510,861 Abstentions: 215 Broker Non-Votes: – 2. Proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the Company's named executive officers in connection with the consummation of the Merger as described in the Proxy Statement. The voting results for the Advisory Compensation Proposal, which was approved by the Company's common stockholders, receiving the affirmative vote of approximately 81.65% of the votes cast by holders of Company common stock present or represented and voting at the Special Meeting: Votes For: 6,863,807 Votes Against: 1,297,983 Abstentions: 244,815 Broker Non-Votes: – 3. In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the Merger Agreement Proposal as described in the Proxy Statement. As there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the Company's stockholders for approval at the Special Meeting. About OptiNose Inc. OptiNose, Inc. — www.optinose.com — is a specialty pharmaceutical company based in Yardley, Pennsylvania, focused on developing and commercializing products for patients treated by ear, nose and throat (ENT) and allergy specialists. The Company's first product, XHANCE (fluticasone propionate) nasal spray, utilizes its proprietary Exhalation Delivery System (EDS) to treat chronic rhinosinusitis, including cases with and without nasal polyps. XHANCE delivers medication to deeper, hard-to-reach areas of the nasal passages, offering a potential improvement over conventional intranasal steroids. Optinose also aims for XHANCE to become a standard maintenance therapy following sinus surgery to enhance patient outcomes. Philadelphia. Pa.-based Ernst & Young LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Mar. 26, 2025, attached in the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has suffered recurring losses from operations, has a working capital deficiency and expects to not be in compliance with certain debt covenants, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $128.8 million in total assets, $169.1 million in total liabilities, and a total stockholders' deficit of $40.4 million. OWENS-ILLINOIS GROUP: Egan-Jones Retains B+ Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on May 14, 2025, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Owens-Illinois Group, Inc. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Perrysburg, Ohio, Owens-Illinois Group, Inc. manufactures and sells glass containers. PARKLAND CORP: DBRS Places BB Issuer Rating Under Review -------------------------------------------------------- DBRS Limited placed Parkland Corporation's (Parkland or the Company) Issuer Rating of BB and its Senior Unsecured Notes credit rating of BB Under Review with Developing Implications. These credit rating actions follow the Company's announcement that it has entered into a definitive agreement with Sunoco LP (Sunoco) whereby Sunoco will acquire all outstanding shares of Parkland in a cash and equity transaction valued at approximately USD 9.1 billion, including assumed debt of approximately USD 3.8 billion (the Transaction). As part of the Transaction, Sunoco intends to form a new publicly traded limited liability company named SUNCorp, LLC (SUNCorp). SUNCorp will hold limited partnership units of Sunoco that are economically equivalent to Sunoco's publicly traded common units and will be treated as a corporation for tax purposes. Under the terms of the agreement, Parkland shareholders will receive 0.295 SUNCorp units and $19.80 for each Parkland share, implying a 25% premium based on the seven-day volume-weighted average price of both Parkland and Sunoco as of May 2, 2025. Parkland shareholders can elect, in the alternative, to receive $44.00 per Parkland share in cash or 0.536 SUNCorp units for each Parkland share, subject to pro ration. Sunoco expects USD 3.00 billion of SUNCorp equity will be issued to Parkland shareholders as part of the Transaction and USD 2.60 billion of cash consideration will be supported by fully committed bridge facility. The proposed Transaction has been unanimously approved by the boards of directors of both companies and is expected to close in H2 2025 upon the satisfaction of closing conditions, including approval by Parkland's shareholders, regulatory approvals, court approvals, and stock exchange listing approvals. Morningstar DBRS notes that the Company's largest shareholder, Simpson Oil with a 19.8% stake, sought a court order to conduct an annual general meeting, as per original schedule but this was not granted. The agreement also contains an option whereby Sunoco, at its election any time before Parkland's special shareholder meeting scheduled on June 24, 2025, may elect to effect and complete the Transaction on the same terms by way of a takeover bid, which would require support from Parkland shareholders owning at least 50% of the Company's outstanding shares. On a standalone basis, Morningstar DBRS expects the Transaction to have a moderately positive effect on Parkland's business risk profile. Given the complementary businesses with Sunoco, Parkland's business risk profile could benefit over the medium to long term from increased scale, operational synergies, and Sunoco's existing presence in North America. Morningstar DBRS believes the impact on Parkland's financial risk profile would be predicated on the final capital structure and management's financial policies. Notes: All figures are in Canadian dollars unless otherwise noted. PARTY CITY: Seeks to Hire TPS-West LLC as Accountant ---------------------------------------------------- Party City Holdco Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ TPS-West LLC as accountant. The firm will provide these services: a. prepare Federal and/or State Tax Returns and/or extension requests, as required and to represent the Debtors in audits and other dealings with the Internal Revenue Service and other government authorities in tax-related matters for these bankruptcy cases; b. assist the Debtors with cash flow budgets, variance analysis, forecasting and other reporting required by the interim cash collateral orders; c. analyzing and reconciling administrative and priority claims; d. supporting efforts to monetize the Debtors' remaining assets; e. prepare operating reports as required by the U.S. Trustee. The firm will be paid at these rates: Hourly Fees William G. West, CPA $400 per hour Richard P. Anderson, CPA $330 per hour James L. Clarke, CPA $300 per hour William A. Potter, CPA $300 per hour Rhonda B. Fronk, CPA $275 per hour Natalie S. Hinson $170 per hour 2024 Tax Compliance Services -- Estimated fee for federal taxes $25,000-$30,000; -- Estimated fee for SALT return filings $70,000-$75,000; -- Tentative completion date June 15, 2025. 2025 Tax Compliance Services -- Estimated fee for federal taxes $25,000-$30,000; -- Estimated fee for SALT return filings $70,000-$75,000; -- Tentative completion date unknown; Wind down assistance and claims analysis -- Estimate of $10,000 monthly; -- Unknown time period As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard P. Anderson TPS-West LLC 10260 Westheimer Rd #210 Houston, TX 77042 Tel: (281) 807-7811 About Party City Holdco Inc. Party City Holdco Inc. (NYSE: PRTY) is the global leader in the celebrations' industry, with its offerings spanning more than 70 countries around the world. It is also the largest designer, manufacturer, distributor, and retailer of party goods in North America. Party City Holdco had 761 company-owned stores as of September 2022. It is headquartered in Woodcliff Lake, N.J. with additional locations throughout the Americas and Asia. Party City Holdco and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90005). As of Sept. 30, 2022, Party City Holdco had total assets of $2,869,248,000 against total debt of $3,022,960,000. Judge David R. Jones oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP, as legal counsel; Moelis & Company, LLC as investment banker; AlixPartners, LLP as financial advisor; A&G Realty Partners as real estate advisor; and Kroll as the claims agent. PricewaterhouseCoopers LLP (PwC) provides accounting and valuation advisory services, tax-related services, and internal audit Sarbanes-Oxley Act support services. Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and investment banker, respectively, to the ad hoc group of first lien holders. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 cases. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. PDT INC: Amends Can Capital Unsecured Claim Pay Details ------------------------------------------------------- PDT Inc. submitted a Second Amended Plan of Reorganization under Subchapter V dated May 8, 2025. The Debtor is a C corporation, which has been in operation since 2015. It manufactures and distributes name brand automobile detailing products to its car wash customers. However, as it came out of the pandemic years, it found itself stuck in a cycle of borrowing money and financing its receivables to pay its bills. In the two years preceding bankruptcy, it entered into a series of Merchant Cash Advance ("MCA") agreements where it purportedly "sold" its receivables to an MCA lender in exchange for a cash infusion. When Swift Funding, one of its MCA lenders, gave notice in May 2024 to the Debtor's customers to make payments to Swift, rather than to the Debtor, the Debtor's cash flow dried up and it was forced to file this chapter 11 case. The Debtor anticipates that this bankruptcy filing will enable it to stabilize its business operations, improve its relationship with its customers, continue operating as a going concern, and propose a plan of reorganization on an earn out basis. However, if the Debtor is not able to acquire materials to produce and sell its products, or receive and utilize payments from its customers, it will not be able to continue its business operations. The Debtor's Second Amended Small Business Subchapter V Plan of Reorganization proposes to restructure the debts of PDT Inc. Class 3.2 consists of the Unsecured Claim of Can Capital, Inc. Can Capital, Inc. is excluded from Class 3.1 General Unsecured Claims based upon a setoff in Debtor's projected recovery of preferential or fraudulent transfers. Can Capital, Inc. filed a state court pre-petition action against Debtor in the Superior Court, County of San Diego, North County Branch and was provided with case number 37-2023-00024320-CU-CO-NC ("Action"). The Action alleges that PDT Inc. entered into a business loan agreement with WebBank that was subsequently assigned to Can Capital, Inc. The Debtor resolved the Action by entering into a mutual release and settlement agreement followed by a stipulated judgment totaling $122,462.50 plus interest at 10% per annum, court costs of $736.50, and attorney fees of $4,000. The resolution required Debtor to make a total payment of $80,000 with monthly installments of $6,666.67 starting on March 28, 2024, and each month thereafter through February 28, 2025. The Debtor made a payment to Can Capital Inc. of $6,666.67 on April 26, 2024, that falls within the scrutiny of Section 547 of the Bankruptcy Code as a preference payment. Barnhill v. Johnson (1992) 503 U.S. 393, 394 ("Under the Bankruptcy Code's preference avoidance section, Section 547 of the Bankruptcy Code, the trustee is permitted to recover, with certain exceptions, transfers of property made by the debtor within 90 days before the date the bankruptcy petition was filed.") Debtor made another payment of $6,666.67 to Can Capital through a debt settlement company by way of Debtor’s prepetition assets. Debtor demanded the return of the preference payment without success. Debtor's Plan sets off any return to Can Capital and separately classifies the claim so that Can Capital is not in a better position by the preference payment than similarly situated unsecured claims. The amount that Can Capital would receive as a general unsecured creditor under the Plan in Class 3.1 would be 1.82% of its allowed claim or less than $3,500. Because more than $3,500 was transferred to Can Capital, Inc. as a preference payment, Can Capital, Inc. is not entitled to an additional distribution under the Plan. The funding of the Plan will be by way of "available cash" on the Effective Date of the Plan and from projected future disposable income generated by Debtor. Debtor sets forth financial projections in Exhibit 2 to the Plan and will use its projected disposable income to tender Plan payments. A hearing on the confirmation of the plan is scheduled for June 26, 2025, at 11:00 a.m., in the U.S. Bankruptcy Court, located at 325 West F. Street, San Diego, CA 92101, in Department 2. A full-text copy of the Second Amended Plan dated May 8, 2025 is available at https://urlcurt.com/u?l=qVEDek from PacerMonitor.com at no charge. About PDT Inc. PDT Inc. offers auto detailing products. PDT Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 24-02171) on June 13, 2024. In the petition signed by John Wilkoski, as president, the Debtor reports total assets of $196,436 and total liabilities of $1,219,905. The Honorable Bankruptcy Judge Christopher B. Latham oversees the case. The Debtor is represented by: Andy Warshaw, Esq. DIMARCO WARSHAW, APLC PO Box 704 San Clemente, CA 92674 Tel: (949) 345-1455 Fax: (949) 417-9412 Email: andy@dimarcowarshaw.com PEGAGUS BUILDERS: Case Summary & 15 Unsecured Creditors ------------------------------------------------------- Debtor: Pegasus Builders, Inc. 3340 Fairland Farms Road, Suite 8 Wellington, FL 33414 Case No.: 25-16181 Business Description: Pegasus Builders Inc. is a licensed general contractor specializing in luxury custom homes and equestrian estates across Wellington and South Florida. The Company holds licenses in general contracting, engineering, and roofing, backed by over 25 years of experience in the Florida market. It serves both residential and commercial clients and actively participates in philanthropic initiatives supporting various local and national organizations. Chapter 11 Petition Date: May 30, 2025 Court: United States Bankruptcy Court Southern District of Florida Judge: Hon. Mindy A Mora Debtor's Counsel: Aaron Wernick, Esq. WERNICK LAW PLLC 2255 Glades Rd. Ste 324A Boca Raton, FL 33431 Tel: (561) 961-0922 Email: aw@wernicklaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Forkey as president/owner. A full-text copy of the petition, which includes a list of the Debtor's 15 unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/ILIA4GI/Pegasus_Builders_Inc__flsbke-25-16181__0001.0.pdf?mcid=tGE4TAMA PENN ENTERTAINMENT: Egan-Jones Retains B- Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on May 23, 2025, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by PENN Entertainment, Inc. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Wyomissing, Pennsylvania, PENN Entertainment, Inc. owns and operates casinos, hotels, and racetracks facilities. PIVOT OPERATIONS: Hires Johnson May as Bankruptcy Counsel --------------------------------------------------------- Pivot Operations, LLC seeks approval from the U.S. Bankruptcy Court for the District of Idaho to employ Johnson May as bankruptcy counsel. The firm will provide these services: (a) prepare and file a petition, schedules, statement of financial affairs, and other related pleadings; (b) attend all meetings of creditors, hearings, pretrial conferences, and trials in the case or any litigation arising in connection with the case, whether in state or federal court; (c) prepare, file, and present to the Bankruptcy Court of any pleadings requesting relief; (d) prepare, file and present to the court a disclosure statement and plan or arrangement under Chapter 11 of the Bankruptcy Code; (e) review of claims made by creditors or interested parties, preparation, and prosecution of any objections to claims as appropriate; (f) prepare, file and present to the court all applications to employ and compensate professionals in the Chapter 11 proceeding; and (g) prepare and present final accounting and motion for final decree closing the bankruptcy case. The firm received a total retainer of $20,000 from the Debtor. The firm will be paid at these rates: Attorneys $225 to $525 per hour Legal Support Staffs $95 to $175 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew Christensen, Esq., an attorney at Johnson May, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew T. Christensen, Esq. Johnson May 199 N. Capitol Blvd., Suite 200 Boise, ID 83702 Tel: (208) 384-8588 Fax: (208) 629-2157 Email: mtc@johnsonmaylaw.com About Pivot Operations, LLC Pivot Operations, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Id. Case No. 25-00331) on May 7, 2025. The firm hires Johnson May as bankruptcy counsel. PMHB LLC: Seeks to Hire Garrett PLLC as Special Counsel ------------------------------------------------------- PMHB LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Garrett, PLLC as special counsel. The firm's services include: a. advising the Debtor business operations and strategy during the pendency of the bankruptcy in the interest of the Debtor's business activity during the bankruptcy and restructure; b. assisting the Debtor in evaluating business decisions affecting the ongoing viability of the entity; c. advising on corporate governance and compliance with non-bankruptcy laws; d. coordinating with bankruptcy counsel, as needed, to support the Debtor's efforts in reorganization; and e. performing other non-bankruptcy legal services that may arise in the ordinary course of business. The firm will be paid at these rates: Shawn Garrett $350 per hour Paralegal support $150 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Shawn Garrett, a partner at Garrett, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Shawn Garrett, Esq. Garrett, PLLC 1300 South Blvd. Ste. D, B5 Charlotte, NC 28203 Email: Shawn@Garrettpllc.com Tel: (980) 250-2111 About PMHB LLC PMHB, LLC is a hotel development company based in Asheville, N.C. PMHB sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Case No. 25-10038) on March 2, 2025. In its petition, the Debtor reported between $10 million and $50 million in both assets and liabilities. Judge George R. Hodges handles the case. The Debtor is represented by Dennis O'Dea, Esq., at SFS Law Group. An official committee of unsecured creditors has been appointed in the Debtor's Chapter 11 case. POET TECHNOLOGIES: Ghazi Chaoui Named SVP of Global Manufacturing ----------------------------------------------------------------- POET Technologies Inc. announced the appointment of Ghazi M. Chaoui, PhD, MBA as its Senior Vice President of Global Manufacturing and Digital Transformation. Dr. Chaoui recently concluded a multi-year assignment as Chief Procurement Officer of Coherent Corp. An industry veteran of nearly 40 years, Dr. Chaoui (widely known as "Ghazi") brings his considerable experience and stellar reputation to POET as it gears up manufacturing in Penang, Malaysia, where he will be stationed, reporting to Dr. Suresh Venkatesan, POET's Chairman & Chief Executive Officer. Ghazi will plan, direct, coordinate, and oversee all operations tied to order fulfillment, and ensure the development and implementation of efficient operations and cost-effective systems to meet the high demand for 800G and 1.6T transceivers needed by hyperscalers and AI cluster operators. Sundar Natarajan Yoganandan, POET's Director of External Manufacturing and NPI, also a resident of Malaysia, will report directly to Ghazi. "We are thrilled to welcome Ghazi to the POET team," said Dr. Venkatesan. "Our relationship with Globetronics in Malaysia is off to a strong start, with a suite of wafer-level assembly and test equipment installed and operational. With full production capacity expected to be on line this quarter, this is the ideal time for Ghazi and Sundar to staff an organization in Penang and establish the systems we need to ensure delivery of optical engines to customers. We have established POET Technologies Sdn. Bhd. as a wholly owned subsidiary and have begun resourcing it accordingly." Ghazi holds PhD and MS degrees in mechanical and electrical engineering and an MBA. He began his career as an R&D lead designer and manager with AT&T Bell Labs and AT&T Microelectronics in Reading, PA. Over the next 40 years Ghazi held key manufacturing and supply chain roles in several countries with Lucent Technologies, Corvis Corporation/Broadwin Communications, Infinera, Oclaro, Teraxion, Kaiam Corp. and Macom Technology Solutions Holdings. "I am pleased to be joining POET at this time to help build a great company in photonics and optoelectronics, serving many customers that I know well and interacting with many suppliers with whom I have strong relationships," said Dr. Chaoui. "By semiconductorizing optical engine assembly, I am confident we can supply high performance optical engines at high volumes on time to customers." About POET Technologies Inc. POET Technologies Inc. -- www.poet-technologies.com -- is a design and development company offering high-speed optical modules, optical engines, and light source products to the artificial intelligence systems market and hyperscale data centers. POET's photonic integration solutions are based on the POET Optical Interposer, a novel, patented platform that allows the seamless integration of electronic and photonic devices into a single chip using advanced wafer-level semiconductor manufacturing techniques. POET's Optical Interposer-based products are lower cost, consume less power than comparable products, are smaller in size, and are readily scalable to high production volumes. In addition to providing high-speed (800G, 1.6T, and above) optical engines and optical modules for AI clusters and hyperscale data centers, POET has designed and produced novel light source products for chip-to-chip data communication within and between AI servers, the next frontier for solving bandwidth and latency problems in AI systems. POET's Optical Interposer platform also solves device integration challenges in 5G networks, machine-to-machine communication, self-contained "Edge" computing applications, and sensing applications, such as LIDAR systems for autonomous vehicles. POET is headquartered in Toronto, Canada, with operations in Allentown, PA, Shenzhen, China, and Singapore. Hartford, Conn.-based Marcum LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated March 15, 2024, citing that the Company has incurred significant losses over the past few years and needs to raise additional funds to meet its future obligations and sustain its operations. As of Dec. 31, 2024, the Company had $69,652,449 in total assets, $48,963,562 in total liabilities, and a total stockholders' equity of $20,688,887. POLAR POWER: Q1 Net Loss Narrows 41% to $1.2M; Gross Profit Up 180% ------------------------------------------------------------------- Polar Power, Inc. reported its financial results for the three months ended March 31, 2025. Q1 2025 Financial Highlights: * Net sales were $1.7 million, compared to $1.7 million in the same period last year * Gross profit increased to $320,000, or 18.6% of sales, representing an improvement of 180% from a gross loss of $402,000, or (22.6)% of sales, in the same period last year * Operating expenses declined 10% to $1.4 million, compared to $1.5 million in the same period last year * Net loss declined $877,000 to $1.2 million, or $(0.50) per basic and diluted share, representing an improvement of 41% from a net loss of $2.1 million, or $(0.85) per basic and diluted share in the same period last year * Cash used in operating activities was $584,000, compared to $989,000 in the same period last year Arthur Sams, Chairman and CEO of Polar Power, commented, "We continue to improve our operational efficiency and increase sales in aftermarket parts and service, which provide higher margins, as we expand our customer base. During the first quarter, we received orders and shipped products to first time customers who are in process of evaluating and integrating our products into their operations. Our focus on addressing aftermarket parts and service on a large equipment fleet has resulted in sales of aftermarket parts and services representing 28% of our total net sales in the first quarter of 2025. During this quarter, we jointly worked with our telecom customer to implement monitoring equipment on legacy units to report performance and maintenance data, which we believe improves product uptime and longevity. We plan to jointly implement this remote monitoring system on over five thousand legacy units during the next twelve months, which we expect to generate additional aftermarket parts and service revenue. During the first quarter of 2025, sales to our telecom customers represented 82% of total net sales, compared to 71% in the same period in 2024. Sales to international markets represented 18% of total net sales in the first quarter of 2025, compared to 6% in the same period in 2024. Sales to military customers represented 17% of total net sales in the first quarter of 2025, compared to 26% in the same period in 2024." "We have seen a steady decline in excess inventory at our largest customer which was reflected by higher bookings towards the end of the first quarter. During the first quarter, we have seen benefits of implementation of companywide ERP systems which helped streamlined manufacturing operations, thereby improving our labor efficiencies and manufacturing lead times. During the forty years of our business, we have significant installed base of our equipment in the field, which are still being used by second or third-tier users. We are contacting these users to promote product upgrades, repairs or new equipment sales opportunities. Currently, we have approximately $13 million of raw materials in inventory which helps reduce our cash burn for the rest of the year. We have also made substantial improvements to our manufacturing capacity in recent years, giving us the potential to produce products of more than $50 million in revenue per year, assuming sufficient bookings are in place," concluded Mr. Sams. About Polar Power, Inc. Headquartered in Gardena, California, Polar Power, Inc. -- http://www.polarpower.com-- designs, manufactures, and sells DC power generators, renewable energy and cooling systems for applications primarily in the telecommunications market and, to a lesser extent, in other markets, including military, electric vehicle charging, marine and industrial. The Company is continuously diversifying its customer base and are selling its products into non-telecommunication markets and applications at an increasing rate. In its report dated March 31, 2025, the Company's auditor Weinberg & Company, P.A., issued a "going concern" qualification citing that during the year ended Dec. 31, 2024, the Company incurred a net loss and incurred negative operating cash flows. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, Polar Power held $17.55 million in total assets, $9.03 million in liabilities, and $8.51 million in stockholders' equity. POST HOLDINGS: Egan-Jones Retains B Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on May 23, 2025, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Post Holdings, Inc. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in St Louis, Missouri, Post Holdings, Inc. operates as a holding company. PRIMERO SPINE: Gets Extension to Access Cash Collateral ------------------------------------------------------- Primero Spine and Joint, LLC received interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, to use cash collateral. The interim order signed by Judge Jacob Brown authorized the company to use cash collateral to pay the amounts expressly authorized by the court, including payments to the U.S. trustee for quarterly fees; the expenses set forth in the budget and additional amounts expressly approved in writing by secured creditors, GFE Holdings and the U.S. Small Business Administration. This authorization will continue until further order of the court. The secured creditors' cash collateral consists of pre-bankruptcy cash in the company's operating accounts. The creditors with a security interest in the cash collateral include GFE Holdings and the U.S. Small Business Administration. As protection, they were granted a post-petition lien on the cash collateral to the same extent and with the same validity and priority as their pre-bankruptcy lien. As additional protection, Primero was ordered to keep its property insured in accordance with its loan agreements with the secured creditors. The next hearing is scheduled for July 22. About Primero Spine and Joint Primero Spine and Joint, LLC filed Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 25-01017) on April 1, 2025, listing between $100,001 and $500,000 in assets and between $500,001 and $1 million in liabilities. Jerrett McConnell, Esq., at McConnell Law Group, P.A. serves as Subchapter V trustee. Judge Jacob A. Brown oversees the case. The Debtor tapped Donald M. DuFresne, Esq., at Parker & DuFresne, P.A. as legal counsel and William G. Haeberle, CPA, LLC as accountant. PROFESSIONAL DIVERSITY: Armistice Capital Holds 4.99% Equity Stake ------------------------------------------------------------------ Armistice Capital, LLC and Steven Boyd, disclosed in a Schedule 13G (Amendment No. 1) filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, they beneficially own 103,459 shares of Professional Diversity Network, Inc.'s common stock, $0.01 par value per share, representing 4.99% of the shares outstanding. The shares are held by Armistice Capital Master Fund Ltd., with shared voting and dispositive power exercised by Armistice Capital, LLC as investment manager pursuant to an Investment Management Agreement. Steven Boyd, as managing member of Armistice Capital, may also be deemed to beneficially own the securities. Armistice Capital, LLC may be reached through: Steven Boyd, Managing Member 510 Madison Avenue, 7th Floor New York, New York 10022 A full-text copy of Armistice Capital's SEC Report is available at: https://tinyurl.com/ynhpyrmc About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com/ -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational, and employment opportunities for diverse professionals. The Company operates subsidiaries in the United States, including National Association of Professional Women (NAPW) and its brand, International Association of Women (IAW), which is one of the largest, most recognized networking organizations of professional women in the country, spanning more than 200 industries and professions. Through an online platform and its relationship recruitment affinity groups, the Company provides its employer clients a means to identify and acquire diverse talent and assist them with their efforts to comply with the Equal Employment Opportunity Office of Federal Contract Compliance Program. The Company's mission is to utilize the collective strength of its affiliate companies, members, partners, and unique proprietary platform to be the standard in business diversity recruiting, networking, and professional development for women, minorities, veterans, LGBTQ+, and disabled persons globally. Oak Brook, Illinois-based Sassetti LLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has incurred recurring operating losses, has a significant accumulated deficit, and will need to raise additional funds to meet its obligations and the costs of its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, Professional Diversity Network had $7,981,801 in total assets, $3,140,897 in total liabilities, and a total stockholders' equity of $4,840,904. PROJECT PIZZA LLC: Gets Interim OK to Use Cash Collateral --------------------------------------------------------- Project Pizza, LLC received interim approval from the U.S. Bankruptcy Court for the Northern District of California to use its secured creditors' cash collateral. As protection, secured creditors were granted automatically perfected post-petition replacement liens in the same amount, validity, and priority as their pre-bankrupytcy liens in the cash collateral. The secured creditors are JPMorgan Chase, In Kind Cards, Inc., Web Bank, Fundomate, Retail Capital, LLC and Parafin, Inc. A final hearing is scheduled for June 17. At the hearing, the court will consider final approval the request that the replacement lien be subordinated to any approved fees and expenses of the Subchapter V trustee and professionals employed in Project Pizza's Chapter 11 case About Project Pizza LLC Project Pizza, LLC operates Fiorella Clement, a neighborhood Italian restaurant in San Francisco known for wood-fired pizzas, handmade pastas, and seasonal dishes. The restaurant serves customers through dine-in, takeout, and delivery. Project Pizza sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 25-30397) on May 5, 2025. In its petition, the Debtor reported total assets of $78,855 and total liabilities of $1,001,045. Judge Hannah L. Blumenstiel handles the cases. The Debtor is represented by Chris Kuhner, Esq., at Kornfield, Nyberg, Bendes, Kuhner & Little P.C. PROSPECT MEDICAL: Fox Rothschild Updates List of Creditors ---------------------------------------------------------- In the Chapter 11 cases of Prospect Medical Holdings Inc. and its affiliates, Fox Rothschild LLP filed an amended verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. Fox Rothschild represents the following creditors/parties in interests in the Chapter 11 Cases: 1. FinThrive Revenue Systems (handles revenue collections); 2. University Orthopedics (contracting physicians); 3. Wampanoag Trail Offices and Timber Properties (landlords); 4. The Estate of Olivia Morgan Paone and Russell Paone (medical malpractice); 5. The Estate of Courtney Lisa Conley, Joseph Peters, Jayedin Silva, Dante Conley, and Isiah Silva (medical malpractice); 6. The Estate of Adelino Sousa, Joana Sousa, Brian Sousa, Ghislaine DeSousa, and Donna Andrade (medical malpractice); 7. The Estate of Patricia Anne Callanan and Heather Callanan (medical malpractice); 8. Linda Montecalvo, as Personal Representative of Decedent Gloria Montecalvo (medical malpractice); 9. The Estate of Ronald Bourque and Phyllis Bourque (medical malpractice); 10. Rosa Morales, Sandra Maldonado, Janice Wells, Ernesto Mercardo Suarez, Diana Florentini, Ronald Joseph DelSesto, & Donald Bourassa (medical malpractice); 11. Microsoft and its subsidiary Nuance Communications (contract counterparty); 12. Upper Darby School District (taxing authority); 13. Philips Healthcare (contract counterparty); and 14. Regents of the University of California. Each client has been made aware of Fox Rothschild's other representations in the Chapter 11 Cases. Pursuant to Bankruptcy Rule 2019, Fox Rothschild does not have a disclosable economic interest in relation to the Debtors. Upon information and belief formed after due inquiry, Fox Rothschild does not hold any equity interests in the Debtors. The Firm can be reached at: Trey A. Monsour, Esq. Fox Rothschild LLP Saint Ann Court 2501 North Harwood Street, Suite 1800 Dallas, TX 75201 Telephone: (214) 231-5796 Facsimile: (972) 404-0516 E-mail: tmonsour@foxrothschild.com About Prospect Medical Holdings Inc. Prospect Medical Holdings owns Roger Williams Medical Center, Our Lady of Fatima Hospital, and several other healthcare facilities. Prospect Medical Holdings sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 25-80002) on Jan. 11, 2025. In the petition filed by Paul Rundell, as chief restructuring officer, the Debtor estimated assets and liabilities between $1 billion and $10 billion each. Bankruptcy Judge Stacey G. Jernigan handles the case. The Debtors' General Bankruptcy Counsel is Thomas R. Califano, Esq., and Rakhee V. Patel, Esq., at Sidley Austin LLP, in Dallas, Texas, and William E. Curtin, Esq., Patrick Venter, Esq., and Anne G. Wallice, Esq., at Sidley Austin LLP, in New York. The Debtors' Financial Advisor is ALVAREZ & MARSAL NORTH AMERICA, LLC. The Debtors' Investment Banker is HOULIHAN LIKEY, INC. The Debtors' Claims, Noticing & Solicitation Agent is OMNI AGENT SOLUTIONS, INC. QHSLAB INC: Debt Restructuring Talks Underway to Improve Finances ----------------------------------------------------------------- QHSLab Inc. announced that it is in advanced discussions with Catheter Precision, Inc. the current holder of its OID Notes previously held Mercer Street Global Opportunity Fund, LLC regarding a strategic restructuring intended to improve the Company's financial flexibility and long-term growth outlook. The restructuring is expected to significantly improve QHSLab's financial position by reducing near-term payment obligations, increasing the conversion price of existing debt instruments, and removing default-related overhang. The agreement—if finalized—would also introduce a payment-in-kind (PIK) interest option and extend the maturity of the notes, allowing the Company to redirect capital toward key growth initiatives. Expected Benefits of the Restructuring: * Improved Balance Sheet Health: Restructuring expected to consolidate and extend existing obligations to reduce financial strain. * Reduced Dilution Risk: Planned increase in conversion price aims to lift downward pressure on USAQ stock. "We're working collaboratively with our new strategic partner to restructure our outstanding obligations in a way that both supports our growth and adds value for shareholders," said Troy Grogan, President and CEO of QHSLab, Inc. "This anticipated agreement, once completed, will represent a major step toward long-term financial strength, allowing us to execute more effectively on our digital health roadmap." The Company expects to finalize the agreement and issue a formal announcement in the coming weeks. For more information about QHSLab and its healthcare solutions, please visit www.qhslab.com. About QHSLab, Inc. Beach, Fla.-based QHSLab, Inc. is a medical device technology and software-as-a-service company focused on enabling primary care physicians to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic disease as well as provide preventive care through reimbursable procedures. Tampa, Fla.-based Astra Audit & Advisory LLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Mar. 28, 2025, citing that the Company has only recently operated profitably, is highly leveraged and has only recently begun to generate cash from operations. These conditions raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, the Company had $1,799,552 in total assets, $2,407,308 in total liabilities, and a total stockholders' deficit of $607,756. QVC GROUP: CLO Steps Down Amid Transition of Services ----------------------------------------------------- As previously disclosed, QVC Group, Inc. is undertaking various organizational and strategic changes and is in the process of transitioning various general and administrative services currently provided by Liberty Media Corporation under the Services Agreement, dated as of September 23, 2011, by and between Liberty Media and the Company, to the management of the Company, including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. As part of this transition, effective May 13, 2025, Renee L. Wilm has stepped down as Chief Legal Officer of the Company, and her functions have now been assumed by Eve DelSoldo, Executive Vice President and General Counsel of the Company. In addition, other officers providing treasury and investor relations support have also stepped down as part of this transition. All investor relations inquiries should be directed to investor@qvcgrp.com. The Services Agreement between Liberty Media and the Company remains in effect. About QVC Group QVC Group, Inc., formerly known as Qurate Retail, Inc. — https://www.qvcgrp.com/ — owns interests in subsidiaries and other companies which are primarily engaged in the video and online commerce industries. Through our subsidiaries and affiliates, we operate in North America, Europe and Asia. Its principal businesses and assets include our consolidated subsidiaries QVC, Inc., Cornerstone Brands, Inc., and other cost method investments. As of Dec. 31, 2024, QVC Group had $9.24 billion in total assets, $10.13 billion in total liabilities, and $885 million in total stockholders' equity. * * * As reported by TCR on April 22, 2024, S&P Global Ratings revised its outlook to stable from negative and affirmed all its ratings on U.S.-based video commerce and online retailer Qurate Retail Inc., including its 'CCC+' Company credit rating. The stable outlook reflects S&P's expectation that Qurate will maintain sufficient liquidity over the next 12 months despite its view that its capital structure remains unsustainable, as further cost reductions offset sales weakness and support profit recovery. R&R TRAILERS: Unsecureds to Split $60K in Consensual Plan --------------------------------------------------------- R&R Trailers, Inc. filed with the U.S. Bankruptcy Court for the Western District of Michigan a Plan of Reorganization under Subchapter V dated May 8, 2025. The Debtor operates a trailer manufacturing company located at 55431 Franklin Dr., Three Rivers, Michigan 49093. The Debtor was incorporated by Robert and Rick Daniels on June 28, 1994. Robert and Rick operated Debtor from 1994 through 2021, when Rick's son, Ross Daniels, purchased Rick's interest. Robert and Rick are also joint members of a separate holding company, 55431 Franklin, LLC ("Franklin"), which owns the real property where Debtor operates. As demonstrated by Debtor's "Cash Flow Projections," the Debtor's projected revenue is sufficient to fund the payments required under this Plan, including: (i) its ongoing costs of operation; (ii) payment to Fifth Thid for the "crammed down" portion of its secured claim; (iii) all administrative and priority claims; and (iv) a reasonable distribution to its unsecured creditors. Under Debtor's Plan, all impaired claims will receive better treatment than they would in a Chapter 7 liquidation, including: (i) payment in full of the secured portion of Fifth Third's claim plus partial payment of the unsecured portion; (ii) partial payment of Altbanq's wholly unsecured claim; (iii) full payment of all administrative claims and unsecured claims entitled to priority; and (iv) pro rata distributions to unsecured non priority claims, the amount of which will be determined pursuant to the "consensual" or "non-consensual" terms contained herein. Class 4 consists of Debtor's unsecured non-priority creditors, including, but not limited to: vendor claims, promissory notes, guarantees, indemnifications, breaches of contract, estoppel claims, torts, deficiency balances from secured claims and leases, any portion of a governmental entity claim or other priority claim not entitled to priority, and the unsecured portion of impaired secured claims being "crammed down" or treated as "wholly unsecured." The Debtor estimates that the unsecured non-priority claims in this estate will be approximately $1,500,000.00 (the "General Unsecured Claims"). If Debtor's plan is confirmed as "consensual," within the meaning of Section 1191(a) of the Bankruptcy Code, then General Unsecured Claims shall receive a pro rata share of $60,000.00 (the "Consensual General Unsecured Claim Base"). The Consensual General Unsecured Claim Base shall be satisfied through pro rata semi-annual payments of at least $6,000.00. The semi-annual payments of at least $6,000.00 shall be paid on or before the first day of July and the first day of January until the General Unsecured Base has been fully distributed to creditors. The first semi-annual payment shall be due on or before January 1, 2026. If Debtor's Plan is confirmed as "non-consensual," then the General Unsecured Claims shall receive a pro rata share of $36,000.00 (the "Non-Consensual General Unsecured Claim Base"). Debtor's Plan must provide for all of its "projected disposable income," (emphasis added) for 36 to 60 months. Debtor's projected disposable income is $1,000.00 per month. However, in a non consensual plan, Debtor will continue to incur additional administrative costs estimated at $300.00 per month, which effectively reduces Debtor's projected disposable income to $700.00 per month (estimated $25,200.00 total) under a non consensual plan. Accordingly, Debtor asserts that General Unsecured Creditors receive a significantly higher distribution under its proposed consensual distributions. Under either consensual or non-consensual confirmation General Unsecured Claims will, in addition to the distributions provided for in paragraphs 9.4 (A) or (B), also receive: * pro rata distributions of the net proceeds, after reduction for costs and administrative fees as approved by the Court, recovered under any Avoidance Actions or Third-Party Claims; and * any ERTC funds remaining after payment of secured claims, admin claims, and priority claims. Class 5 consists of Robert and Ross' equity interest in Debtor. In its current financial condition, Debtor's Membership Interests have minimal, if any, value other than as a source of wages for work performed. Robert and Ross will retain their equity interest as part of this reorganization. Payments required under the Plan will be made from: (i) Debtor's sales revenue as projected in Debtor's Cash Flow Projection; (ii) funds recovered from Avoidance Actions or thirdparty claims; and/or (iii) ERTC refundable tax credits. A full-text copy of the Plan of Reorganization dated May 8, 2025 is available at https://urlcurt.com/u?l=QyO8hW from PacerMonitor.com at no charge. Counsel to the Debtor: Steven L. Rayman, Esq. CBH Attorneys & Counselors, PLC 141 East Michigan Avenue, Suite 301 Kalamazoo, MI 49007 Tel: (269) 345-5156 About R & R Trailers Inc. R & R Trailers, Inc. specializes in manufacturing American-made aluminum trailers for a variety of uses, including hauling cars, cargo, and recreational vehicles. Their trailers offer exceptional performance, reliability, and versatility, providing safe and efficient transportation for both work and leisure needs. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 25-00318) on February 7, 2025. In the petition signed by Ross M. Daniels, shareholder and vice-president, the Debtor disclosed $276,910 in assets and $1,351,582 in liabilities. Judge Scott W. Dales oversees the case. Steven M. Bylenga, Esq., at CBH ATTORNEYS & COUNSELORS, PLLC, represent the Debtor as legal counsel. REKOR SYSTEMS: Elects 9 Directors; CBIZ Appointment Ratified ------------------------------------------------------------ Rekor Systems, Inc. held its Annual Meeting of Stockholders during which an aggregate of 61,861,880 shares held by holders of the Company's voting stock, constituting a quorum, were represented in person or by valid proxies. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 31, 2025, are as follows: Proposal 1: At the Annual Meeting, Robert Berman, Paul A. de Bary, Glenn Goord, David Hanlon, Steven D. Croxton, Sanjay Sarma, Tim Davenport, Andrew Meyers, and Viraj Mehta were elected as directors to serve until the next annual meeting of stockholders and until their successors are named and qualified, or until their earlier resignation or removal. Proposal 2: At the Annual Meeting, the stockholders ratified the appointment of CBIZ CPAs P.C. as the Company's independent public accountant for the fiscal year ending December 31, 2025. Proposal 3: At the Annual Meeting, the compensation of the Company's named executive officers was approved by the stockholders, on an advisory basis. About Rekor Systems Rekor Systems, Inc., headquartered in Columbia, Md., is working to revolutionize public safety, urban mobility, and transportation management using AI-powered solutions designed to meet the distinct demands of each market it serves. The Company works hand-in-hand with its customers to deliver mission-critical traffic and engineering services that assist them in achieving their goals. The Company's vision is to improve the lives of citizens and the world around them by enabling safer, smarter, and greener roadways and communities. The Company works towards this by collecting, connecting, and organizing mobility data, and making it accessible and useful to its customers for real-time insights and decisioning for situational awareness, rapid response, risk mitigation, and predictive analytics for resource and infrastructure planning and reporting. Morristown, N.J.-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has incurred significant losses and will need to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. RUNWAY TOWING: Hires Margolin & Pierce LLP as Attorney ------------------------------------------------------ Runway Towing Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Margolin & Pierce, LLP as attorney. The firm's services include: a. advising the Debtor with respect to its powers and duties as a debtor in possession in the continued management and operation of its businesses and property; b. advising and consulting on the conduct of this chapter 11 case, including all of the legal and administrative requirements of operating in chapter 11; c. taking all necessary actions to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; d. preparing pleadings in connection with this chapter 11 case, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate; e. advising the Debtor in connection with any potential sale of assets; f. appearing before the Court and any appellate courts to represent the interests of the Debtor's estate; g. advising the Debtor regarding tax matters; h. taking any necessary action on behalf of the Debtor to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and i. performing all other necessary legal services for the Debtor in connection with the prosecution of this chapter 11 case, including: (i) analyzing the Debtor's leases and contracts and the assumption and assignment or rejection thereof; analyzing the validity of liens against the Debtor; and (ii) advising the Debtor on corporate and litigation matters. Errol Margolin, Esq., the attorney of the firm handling the bankruptcy case will be paid $650 per hour. The firm was paid an initial retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Errol F. Margolin, Esq., a partner at Margolin & Pierce, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Errol F. Margolin, Esq. Margolin & Pierce, LLP 2415 Main Street, Montauk Highway Bridgehampton, NY 11932 Tel: (917) 783-5934 Email: Margolinandpierce@gmail.com About Runway Towing Corp. Runway Towing Corp. filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 25-11764) on February 28, 2025, listing under $1 million in both assets and liabilities. James H. Shenwick, Esq., at Shenwick & Associates serves as the Debtor's counsel. S2 ENERGY: Barry, et al. Suit Goes Back to Louisiana State Court ---------------------------------------------------------------- The Honorable Eldon E. Fallon of the United States District Court for the Eastern District of Louisiana granted the motion of the Official Committee of Unsecured Creditors of S2 Energy Operating, LLC to remand the case captioned as OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF S2 ENERGY OPERATING, LLC VERSUS BARRY SALSBURY, BENJAMAN STAMETS, JARED POWELL, & FEDERAL INSURANCE COMPANY, Case No. 25-cv-00300 (E.D. La.). This suit arises out of Defendants' alleged breaches of their fiduciary duties to S2, which is now in Chapter 11 bankruptcy. Plaintiff brings the suit against Defendants Salsbury, Stamets and Powell for breach of fiduciary duty. Specifically, it alleges that these Defendants breached their duties of care and loyalty by abdicating their duty to insure proper financial controls and accounting systems were implemented, incurring additional operating expenses and other obligations which they know or should have known could not be paid, failing to inform vendors and other trade creditors that S2 could not pay debts owed to them, permitting funds dedicated to lessors/royalty owners and tax authorities to be diverted, and sacrificing the interests of S2 and its creditors to the interests of Sage Road Capital and Coral Reef Capital. Plaintiff also brings a direct action suit against Defendant Federal Insurance Company, which it alleges issued a policy of Officers and Directors Liability Coverage to Defendants. Plaintiff originally filed the suit in the 32nd Judicial District Court for the Parish of Terrebonne. FIC thereafter removed the suit to this Court, invoking 28 U.S.C. Sec. 1334(b), which grants district courts jurisdiction over cases "related to" title 11 bankruptcy proceedings. Plaintiff moves to remand the suit to the 32nd JDC. It concedes that this Court possesses "related to" jurisdiction pursuant to 28 U.S.C. Sec. 1334(b). However, it avers that nevertheless, the "mandatory abstention" doctrine of 28 U.S.C. Sec. 1334(c)(2) requires remand because: (1) there is no independent basis for federal jurisdiction, (2) Plaintiff's state-law breach of fiduciary duty suit is not a "core" bankruptcy proceeding, (3) Plaintiff commenced the suit in state court, and (4) the action could be timely adjudicated in the 32nd JDC. Alternatively, Plaintiffs argue that even if mandatory abstention does not apply, the Court should decline to hear the suit under the doctrines of "permissive abstention" and "equitable remand." Defendant opposes the motion. It avers that mandatory abstention does not apply to require remand because: (1) Plaintiff's suit is in fact a "core" bankruptcy proceeding, and (2) Plaintiff has not sufficiently demonstrated that the 32nd JDC would timely adjudicate the suit. Further, it avers that neither permissive abstention nor equitable remand are warranted in this case. The Court finds that all four elements of mandatory abstention are met: (1) Plaintiff's claim has no independent basis for federal jurisdiction, (2) the claim is a state-law breach of fiduciary duty suit and thus not a "core proceeding," (3) an action has been commenced in the 32nd JDC, and (4) the action could be timely adjudicated in that court. Accordingly, the Plaintiff's motion to remand the instant case is granted. A copy of the Court's decision dated May 14, 2025, is available at https://urlcurt.com/u?l=lDu5Ss from PacerMonitor.com. About S2 Energy Operating LLC S2 Energy Operating LLC is engaged in the acquisition, exploitation and development of creative business ventures within the shallow waters of the Gulf of Mexico and onshore south Louisiana. S2 Energy Operating, LLC, along with affiliates Krewe Energy, LLC, S2 Energy 1, LP, and Krewe-TBay, LLC, sought Chapter 11 bankruptcy protection (Bankr. E.D. La. Lead Case No. 23-10066) on Jan. 17, 2023. In the petition filed by Barry R. Salsbury, as manager, S2 Energy Operating reported assets and liabilities between $1 million and $10 million. Judge Meredith S. Grabill oversees the case. The Debtors are represented by Douglas S. Draper, Esq., at Heller, Draper & Horn L.L.C. SAFE & GREEN: Delays 10-Q Filing -------------------------------- Safe & Green Holdings Corp. filed a Notification of Late Filing on Form 12b-25 with the U.S. Securities and Exchange Commission, informing that it is unable to file its Form 10-Q for the quarter ended March 31, 2025, within the prescribed time period without unreasonable effort or expense because of the circumstances described below. The Company went through a merger in Q1 and the consolidation of all entities took longer than expected due to some of the entities having been unaudited. About Safe & Green Safe & Green Holdings Corp. is a modular solutions company headquartered in Miami, Florida. The company specializes in the development, design, and fabrication of modular structures, focusing on safe and green solutions across various industries. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has incurred net losses since its inception, negative working capital, and negative cash flows from operations, which raises substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, the Company had $6,071,524 in total assets, $18,531,832 in total liabilities, and a total stockholders' deficit of $12,460,308. SAKS GLOBAL: Gets $350MM New Funding Commitments ------------------------------------------------ Hari Govind of Bloomberg News reports that Saks Global Enterprises said it has secured $350 million of financing commitments from SLR Credit Solutions. It consists of a $300 million first-in, last-out facility for the company and a $50 million secured term loan facility for certain subsidiaries. The FILO facility will be incurred as an incremental facility in connection with the company’s existing $1.8 billion asset-based lending facility. With the new financings, the company will have about $700 million in available liquidity on a pro forma basis. The transaction is expected to close on or before June 30, 2025, the report states. About Saks Global Enterprises Saks Global Enterprises operates as an investment and wealth management company. The Company invests in a set of stocks that are associated with historically high dividend payments to their shareholders. Saks Global Enterprises serves clients worldwide. SANUWAVE HEALTH: Solas Capital Holds 6.8% Stake as of March 31 -------------------------------------------------------------- Solas Capital Management, LLC and Frederick Tucker Golden disclosed in a Schedule 13G (Amendment No. 2) filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, they beneficially owned 584,048 shares of common stock, held on a shared basis, of SANUWAVE Health, Inc.'s Common Stock, par value $0.001 per share, representing 6.8% of the 8,548,473 shares outstanding, as reported by the issuer. Solas Capital Management, LLC may be reached through: Frederick Tucker Golden/General Partner Solas Capital Management, LLC, Portfolio Manager 1063 Post Road, 2nd Floor Darien, CT 06820 Tel: 203-625-1300 A full-text copy of Solas Capital's SEC report is available at: https://tinyurl.com/37y9hbhj About SANUWAVE Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and shock wave technology Company using patented systems of noninvasive, high-energy, acoustic shock waves or low intensity and non-contact ultrasound for regenerative medicine and other applications. The Company's focus is regenerative medicine utilizing noninvasive, acoustic shock waves or ultrasound to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. The Company's two primary systems are UltraMIST and PACE. UltraMIST and PACE are the only two Food and Drug Administration (FDA) approved directed energy systems for wound healing. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 20, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has incurred recurring losses, has negative working capital, and needs to refinance its debt to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SCIENTIFIC ENERGY: Delays Q1 10-Q Filing to Finalize Financials --------------------------------------------------------------- Scientific Energy, Inc. filed a Notification of Late Filing on Form 12b-25 with the U.S. Securities and Exchange Commission, informing that it is unable to file, without unreasonable effort or expense, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 within the prescribed time period because additional time is required to finalize its financial statements and related disclosures required to be included in the 10-Q. The Company expects to file the 10-Q within five calendar days following the prescribed due date. About Scientific Energy Scientific Energy, Inc. is a mobile platform of ordering and delivery services for restaurants or other merchants in Macau. The Company's businesses are built on its platform, Aomi App. The Platform connects restaurants/merchants with consumers and Delivery riders. The Platform is created to serve the needs of these three key areas and to become more intelligent and efficient with every customer order. Hong Kong-based Centurion ZD CPA & Co, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The Company has yet to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. SCIH SALT: Incremental Term Loan No Impact on Moody's 'B3' CFR -------------------------------------------------------------- Moody's Ratings said SCIH Salt Holdings Inc.'s ("SCIH Salt") plan to raise an incremental $300 million first-lien term loan, as well as to utilize approximately $105 million of balance sheet cash, to fund a $405 million dividend recap transaction is credit negative due to a modestly higher pro forma debt burden. However, given the strong performance to date in fiscal 2025 and positive momentum for fiscal 2026, Moody's expects credit metrics will remain supportive of the existing ratings. As a result, SCIH Salt's B3 Corporate Family Rating, B3-PD Probability of Default Rating and the B3 rating on its first lien credit facilities and the 2028 senior secured notes ratings remain unchanged. The ratings outlook is stable. The proposed $300 million additional first-lien term loan due in January 2029 will increase SCIH Salt's Moody's adjusted debt to approximately $3.8 billion and will increase pro forma Moody's adjusted leverage to 6.3x for the twelve months period ended March 31, 2025 from 5.8x. SCIH Salt's credit profile benefits from the company's scale, broad geographic reach and improved operational and end-market diversification since the acquisition of Morton Salt. SCIH Salt remains constrained by relatively high leverage and limited product diversity. The credit profile also factors in the significantly lower, but still meaningful, reliance on weather-dependent revenues, which make up about 40% of the total revenues, down from more than 75% before the Morton acquisition. Sales to more stable industrial and consumer end-markets account for approximately 60% of the company's revenues, which will mitigate some of the volatility in earnings and credit metrics related to highway deicing salt. SCIH Salt's credit profile has strengthened since the acquisition of Morton Salt, as evidenced by margin expansion achieved over the past few years. Earnings growth has driven improvement in leverage and a return to positive free cash flow generation despite consecutive mild winters. However, while SCIH's scale, operational diversity and high EBITDA margins are strong for the current rating, its relatively high gross debt level, elevated leverage, limited history of consistent free cash flow generation, and event risks (e.g., M&A and dividend recap) associated with its private ownership continue to limit the ratings upside. SCIH Salt has good liquidity. Pro forma for the contemplated dividend recap transaction, the company is expected to have approximately $318 million in cash on hand (including proceeds from the $75 million term loan upsizing completed in December 2024, which is expected to be utilized to fund a tuck-in acquisition) and full availability under its $408 million revolver (of which ~$34 million matures in December 2026). The company's liquidity position should comfortably support its first-lien term loan annual amortization payments and provide cash for incremental debt repayment should it choose to reduce gross debt. Moody's expects meaningful quarterly cash flow variation due to the seasonality of the highway deicing salt business and expects the company to periodically rely on the revolver to fund working capital build leading up and into the winter season. Profile Headquartered in Overland Park, Kansas, SCIH Salt Holdings Inc. operates salt mines, processing plants, and storage facilities in the US, Canada, and South America. The company is the largest producer of salt in the world ex-China, providing deicing, consumer and industrial salt products to a diverse group of customers. The company is majority-owned by Stone Canyon Industries Holdings LLC. SCIH Salt Holdings Inc. generated about $2.3 billion in sales for the LTM period ending March 31, 2025. SINTX TECHNOLOGIES: Lind Global Holds 2.8% Equity Stake ------------------------------------------------------- Lind Global Fund II LP, Lind Global Partners II LLC, and Jeff Easton disclosed in a Schedule 13G (Amendment No. 4) filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, they beneficially owned 73,000 shares of SINTX Technologies, Inc.'s common stock, par value $0.01 per share, consisting of: (i) 1,500 shares of common stock, (ii) 35,750 Series E Warrants, and (iii) 35,750 Series F Warrants. These holdings represent 2.8% of the outstanding shares. Lind Global may be reached through: Jeff Easton, Managing Member 444 Madison Ave, Floor 41 New York, NY 10022 Tel: 646-701-7428 A full-text copy of Lind Global's SEC report is available at: https://tinyurl.com/mvb7cst5 About SINTX Technologies Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. -- https://ir.sintx.com/ -- is an advanced ceramics company that develops and commercializes materials, components, and technologies for biomedical, technical, and antipathogenic applications. The core strength of SINTX Technologies is the manufacturing, research, and development of advanced ceramics for external partners. As of December 31, 2024, the Company had $9.4 million in total assets, $5.5 million in total liabilities, and $3.9 million in total stockholders' equity. To date, the Company's operations have been principally financed from proceeds from the issuance of preferred and common stock and, to a lesser extent, cash generated from product sales. It is anticipated that the Company will continue to generate operating losses and use cash in operations. The Company's continuation as a going concern is dependent upon its ability to increase sales, decrease expenses and/ raise additional funding. Whether and when the Company can attain profitability and positive cash flows from operations or obtain additional financing is uncertain. SIRIUS XM: Egan-Jones Cuts Senior Unsecured Ratings to BB --------------------------------------------------------- Egan-Jones Ratings Company on May 7, 2025, downgraded the local currency senior unsecured ratings on debt issued by Sirius XM Holdings Inc. to BB from BB+. EJR also withdrew its 'A1' rating on commercial paper issued by the Company. Headquartered in New York, Sirius XM Holdings Inc. operates as a holding company. SLEEP COUNTRY: DBRS Finalizes BB(low) Rating, Trend Stable ---------------------------------------------------------- DBRS Limited finalized its provisional credit rating BB (low), with a Stable trend and a Recovery Rating of RR5, on Sleep Country Canada Holdings Inc.'s (Sleep Country or the Company, rated BB, Stable) $150 million 6.625% Senior Notes, due November 28, 2032 (the Notes). Morningstar DBRS expects the net proceeds of the Notes issuance will be used to pay outstanding amounts owed under the Senior Credit Facilities. The Notes are senior unsecured obligations of the Company, and rank pari passu in right of payment with any existing and future senior unsecured indebtedness, and senior in right of payment to all existing and future subordinated indebtedness of the Issuer. The Notes are effectively subordinated to all senior secured indebtedness, including indebtedness under the Company's existing Senior Secured Credit Agreement. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of Sleep Country's existing subsidiaries that are guarantors under the existing Senior Secured Credit Agreement. The credit ratings continue to be supported by Sleep Country's strong market position within the Canadian sleep specialty retail industry, solid retail brand strength and brand portfolio, and strong free cash flow generating capacity. The credit ratings also take into consideration the intense competitive environment within the industry, the Company's exposure to economic cycles, and risks associated with acquisitions. The credit rating assigned to this newly issued debt instrument is based on the credit rating of an already-outstanding debt series of the above-mentioned debt instrument. Please refer to the previous press release "Morningstar DBRS Assigns an Issuer Rating of BB and Provisional Senior Unsecured Notes Rating of (P) BB (low) to Sleep Country Canada Holdings Inc., Stable Trends" for more information, including all relevant disclosures. The ratings listed above are based on the Second Supplemental Indenture, dated May 8, 2025; the Private Placement Memorandum dated May 1, 2025; and information provided by Sleep Country Canada Holdings Inc. to Morningstar DBRS as of May 8, 2025. Continuation of the rating is subject to the provision to Morningstar DBRS of timely and sufficient information and/or data for the purposes of monitoring the above-noted rating. SPLASH BEVERAGE: Delays 10-Q Filing to Complete Financials ---------------------------------------------------------- Splash Beverage Group, Inc. filed a Notification of Late Filing on Form 12b-25 with the U.S. Securities and Exchange Commission, informing that it has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 by May 15, 2025, the original due date for such filing, without unreasonable effort or expense because it requires additional time to complete its financial statements. The Company intends to file the Form 10-Q as soon as possible. About Splash Beverage Group Fort Lauderdale, Florida-based Splash Beverage Group, Inc. is a portfolio company specializing in managing multiple brands across various growth segments within the consumer beverage industry. The Company focuses on incubating and acquiring brands with the aim of accelerating them to higher volumes and increased sales revenue. Rose, Snyder & Jacobs, based in Encino, California, and the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 29, 2024. The qualification highlighted that the Company has experienced recurring losses from operations, an accumulated deficit, and a working capital deficiency, which raise substantial doubt about its ability to continue as a going concern. Splash Beverage Group incurred a net loss of $21 million for the year ended December 31, 2023. As of June 30, 2024, Splash Beverage Group had $8,057,812 in total assets, $18,411,650 in total liabilities, and $10,353,838 in total stockholders' deficit. SRM-DOUBLE L LLC: Hires Parsons Behle & Latimer as Counsel ---------------------------------------------------------- SRM-Double L, LLC seeks approval from the U.S. Bankruptcy Court for the District of Idaho to employ Parsons Behle & Latimer as counsel. The firm's services include: a. assisting the Debtor in negotiating an Asset Purchase Agreement with Barclay Family Limited Partnership; b. drafting a Sale and Bid Procedures Motion to accomplish the proposed asset sale; c. communicating with the court and United States Trustee ("UST") regarding Chapter 11 requirements; d. responding to the UST's objection to the Sale and Bid Procedures Motion and attending a hearing on the same; e. drafting a Sale Motion intended to effectuate the asset sale to Barclay; f. attending a hearing on the same; and g. representing the Debtor during the section 341 meeting with creditors. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brian Rothschild, Esq. Parsons Behle & Latimer 20 E. Simpson Ave Jackson, WY 83001. Telephone: (307) 733-5130 Facsimile: (801) 536-6111 Email: BRothschild@parsonsbehle.com About SRM-Double L, LLC SRM-Double L is a farm equipment manufacturer that specializes in potato equipment. SRM-Double L, LLC in Heyburn ID 83336, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. D. Idaho Case No. 24-40671) on Nov. 14, 2024, listing $13,849,586 in assets and $22,804,289 in liabilities. John Stokes as member. PARSONS BEHLE & LATIMER serve as the Debtor's legal counsel. SRX HEALTH: Altium Capital Holds 0.27% Stake as of March 31 ----------------------------------------------------------- Altium Capital Management LLC, Altium Healthcare Long Short Onshore Fund LP, and Altium Healthcare Long Short GP, LLC disclosed in a Schedule 13G (Amendment No. 3) filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, they beneficially own 38,984 shares of SRx Health Solutions, Inc.'s Common Stock, $0.001 par value, representing approximately 0.27% of the 14,301,529 shares outstanding, as reported by the issuer in its Form 8-K filed on May 31, 2025. Altium Capital may be reached through: Jacob Gottlieb - CEO Altium Capital Management LLC 152 West 57th Street, FL 20, New York, NY 10019. Tel: 212-484-2711 A full-text copy of Altium Capital's SEC report is available at: https://tinyurl.com/nhd5hd9f About Better Choice Company Inc. SRx Health Solutions, Inc. f/k/a Better Choice Company Inc. is headquartered in Tampa, Florida, and focuses on pet health and wellness. The company is known for its premium pet products under the Halo brand, including Halo Holistic, Halo Elevate, and the rebranded TruDog products. Tampa, Fla.-based Marcum LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has incurred significant losses and has an accumulated deficit and may need to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $15.8 million in total assets, $7.2 million in total liabilities, and a total stockholders' equity of $8.6 million. STONEMOR INC: Moody's Upgrades CFR to 'B3', Outlook Stable ---------------------------------------------------------- Moody's Ratings upgraded StoneMor Inc. (StoneMor, dba Everstory Partners) corporate family rating to B3 from Caa1 and probability of default rating to B3-PD from Caa1-PD. Moody's also upgraded the company's senior secured notes rating to B3 from Caa1. The outlook is stable. StoneMor is a provider of funeral and cemetery products and services in the US and Puerto Rico. "The upgrade reflects StoneMor's significant improvement in credit metrics and Moody's expectations that the company's leverage, based on accrual EBITDA, will remain below 5.5x, along with Moody's anticipations for steady organic growth, higher profitability rates and increasing positive free cash flow generation," said Lana Kulikova, Moody's Ratings Analyst. Kulikova continued: "StoneMor's liquidity position has strengthened due to a substantial enhancement in free cash flow, which turned positive in 2024. Moody's anticipates continued improvement in StoneMor's operating performance, owing in large part to changes implemented in 2023, such as new executive leadership, the integration of a customer relationship management (CRM) system, and the revamping of its sales program." ESG considerations were a key driver of the actions, notably moderating governance risk due to the company's emphasis upon financial leverage reduction and growing free cash flow generation. RATINGS RATIONALE The B3 CFR reflects StoneMor's modest revenue size and high financial leverage. Moody's expects debt/accrual EBITDA of 4.7x as of March 31, 2025 to sustain around 5x over the next 12 to 18 months, supported by modest revenue growth and margin expansion, presuming no further M&A. Without adjusting for deferrals, Moody's expects financial leverage and profitability metrics to remain weak. The company is advancing through a restructuring plan focused on operational efficiency, as well as customer and employee satisfaction. Due to the benefits of these organizational efforts and cost reductions, Moody's expects StoneMor to continue to generate positive free cash flow, maintaining free cash flow/debt in a mid-single digit percentage range in 2025 and 2026. Moody's also anticipates that StoneMor will seek growth through acquisitions, using cash and debt proceeds for funding, which could delay meaningful deleveraging. All financial metrics reflect Moody's standard adjustments. Accrual EBITDA adds the non-cash cost of cemetery lots sold and deferred revenues, and deducts deferred expenses. Debt excludes non-recourse, subsidiary debt (variable interest expense (VIE) liabilities). The credit profile benefits from StoneMor's national portfolio of cemetery properties and a $1.2 billion backlog of pre-need cemetery and funeral sales as of March 31, 2025. Moody's anticipates that the aging baby boomer demographic will maintain demand, driving revenue growth in a low single digit percentage range. Moody's anticipations for steady demand alongside ongoing price increase efforts and strategic management initiatives support Moody's anticipations for expanded accrual EBITDA margins over the next 12 to 18 months. The $365 million senior secured notes due in 2029 are rated B3, which is in line with the B3 CFR and reflects their position as the vast majority of the debt in the capital structure. The $45 million super-priority revolver and $15 million senior secured first-in last-out (FILO) term loan, expiring in August 2027 (not rated), are ranked ahead of the senior secured notes. Moody's expects that StoneMor will maintain an adequate liquidity profile over the next 12 to 15 months. Liquidity is supported by around $41 million in cash as of March 31, 2025, along with the expectation of free cash flow/debt in a mid-single-digit percentage range in 2025 and 2026. The company has about $32 million of availability under its $45 million revolver, which expires in August 2027. As defined by the loan agreement, the revolver includes a fixed charge coverage ratio, tested quarterly, that cannot fall below 1.05x, and a springing maximum total net leverage ratio covenant that cannot exceed 6.5x, triggered when revolver utilization reaches 87.5% ($39.375 million) or more. As of December 31, 2024, StoneMor has a modest cushion above the fixed charge coverage ratio and sufficient cushion above the total net leverage ratio, should it be tested. Moody's expects the cushion for both financial covenants to continue to improve over the next 12 months. The stable outlook reflects Moody's expectations for low-single-digit percentage range organic revenue growth, profit margin improvements and sustained positive free cash flow generation in the next 12 to 18 months, supported by steady demand for StoneMor's services. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if StoneMor continues to demonstrate growth in revenue and profitability, maintains debt/accrual EBITDA below 3.5x, and sustains a good liquidity profile while generating substantial free cash flow. Furthermore, an upgrade could result from ongoing improvements in GAAP EBITDA, contributing to lasting reductions in GAAP financial leverage, including a significant reduction in VIE liabilities. The ratings could be downgraded if StoneMor experiences a decline in revenue or profitability rates, maintains debt/accrual EBITDA above 5.5x, faces weakening free cash flow generation, or liquidity deteriorates. Additionally, a downgrade could occur if there is a fall in the value of StoneMor's assets, such as its preneed cemetery sales backlog, or if the company adopts more aggressive financial strategies, including debt-funded acquisitions or shareholder returns. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. StoneMor, based in Altamonte Springs, FL, is a provider of funeral and cemetery products and services in the United States and Puerto Rico. StoneMor operated 374 cemeteries and 76 funeral homes and 13 crematories as of March 31, 2025. Of these, the company owned 271 cemeteries and managed the remaining 103 under long-term agreements with non-profit cemetery corporations that own them. The company is a majority-owned by affiliates of Axar Capital Management L.P. Moody's expects StoneMor's GAAP revenues will approaching $360 million in 2025. SULLIVAN MECHANICAL: Cast Iron Sale to Northeastern Supply OK'd --------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia, Harrisonburg Division, has approved Sullivan Mechanical Contractors, Inc. to sell equipment, free and clear of liens, interests, and encumbrances. The Debtor, which was established in Virginia in 1946, is a storied Shenandoah Valley commercial mechanical contractor, having served Western and Central Virginia for almost eight decades. The Court authorized the Debtor to sell certain copper and cast iron items to Northeastern Supply Co., with the following description: -- 120' of 6" cast-iron pipe, 1200' of 4" cast iron pipe and 4 small crates of fittings for $12,483.30; and -- 820' of hard copper pipe (3/8" to 1 1/4"), 700' 3/8" Refrigeration Tubing, and 1600' of 1/2" Refrigeration Tubing for $8,768,75. The Court held that Northeastern Supply will take the Copper and Cast Iron sold by the Debtor "as is" and "where is," without any representation or warranties from the Debtor as to the quality or fitness of such assets for either its intended or any particular purposes. Northeastern Supply will take title to the assets free and clear of liens, claims, encumbrances and other interests. Any said lien shall attach to the proceeds of the sale of the Cast Iron and Copper. The Sale Proceeds less any applicable taxes shall be remitted to Northeast Bank. About Sullivan Mechanical Contractors, Inc. Sullivan Mechanical Contractors Inc. was first established in Virginia in 1946 and a family-owned commercial mechanical contractor, having served Western and Central Virginia for almost eight decades. It is a well-respected and in demand mechanical contractor focusing on sheet metal specialties, air conditioning, plumbing, and heating services. As of late, its services have been concentrated on the construction of medical and educational institutions, with numerous at the collegiate level and including many on the grounds of the University of Virginia. Sullivan sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 25-50126) on March 6, 2025, listing between $1 million and $10 million in both assets and liabilities. Judge Rebecca Connelly oversees the case. Paula Steinhilber Beran of Tavenner & Beran, PLC represents the Debtor as legal counsel. SUNCOKE ENERGY: S&P Affirms 'BB-' ICR, Outlook Stable ----------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on SunCoke Energy Inc. The outlook remains stable, reflecting S&P's expectation for leverage to remain comfortably below 4x post-acquisition, with some increased business prospects from the company's entrance into electric arc furnace steelmaking. On May 28, 2025, SunCoke announced that it entered into a definitive agreement to acquire steel mill service provider, Phoenix Global, for $325 million. SunCoke will fund the acquisition with part of the company's $350 million revolving credit facility (approximately $230 million) and with cash on hand (approximately $95 million). S&P said, "The acquisition will increase debt to about $785 million in 2025, compared with $535 million at the end of 2024 and we expect leverage could increase to around 3.5x, before returning to the 2.5x -3.0x range in 2026 and beyond when Phoenix's EBITDA, which we project to be about $50 million to $60 million, becomes attributable to SunCoke. Phoenix provides integrated and electric arc furnace steel mills with on-site services such as slag handling, metal recovery, slag sales, scrap preparation, and scrap handling. S&P Global Ratings currently rates Flame NewCo LLC, the holding company that owns Phoenix Services International LLC following its emergence from bankruptcy in June 2023, at B-. As a result of transaction, we lowered our financial risk assessment on SunCoke to significant from intermediate to capture the increased risk associated with the company's leverage and removed the negative comparable ratings assessment because we view the financial risk as fully captured with the lower assessment. There is no change to the resulting overall rating despite these subscore changes." While the transaction offers some customer diversification improvement to SunCoke, by including carbon and stainless steel EAF customers and some international exposure, high customer concentration continues to be a risk with Cliffs and US Steel accounting for approximately 80% of its domestic coke volume capacity. Ownership from a higher rated parent could provide opportunities for Phoenix to grow in the EAF steelmaking market and for cross-selling opportunities due to the two companies serving similar customers. The combined businesses will provide SunCoke exposure to electric arc steelmaking production sites but adds additional international exposure at a time when global steel markets are facing significant pressure that could potentially slow earnings over the next few years if these contracts become less profitable. EAF steelmaking capacity is growing in the U.S., which could provide additional growth opportunities when new sites come up for bidding. However, S&P would expect these processes to be competitive due to the attractive low cost through-cycle position of these new mills compared to older assets. Phoenix Global could benefit from having a better capitalized parent to support the upfront investment required. Investments in new customer sites can have long lead times and, in some instances, take a couple of years to start generating earnings. On a stand-alone basis, SunCoke delivered steady leverage metrics for the full-year 2024 amid modest revenue decline; however, first quarter results suggest some slowdown. Full-year 2024 EBITDA remained relatively steady compared with 2023 at roughly $270 million despite a 6% drop in revenues for the same period. The domestic coke segment faced challenges from lower coal-to-coke yields, struggling with margin pressure that the company was able to offset with its logistic segment, which delivered strong performance from higher volumes at the domestic logistics terminals. During the third quarter of fiscal 2024, the company closed an agreement with the U.S. Department of Labor (DOL) that allowed it to reduce its black lung liabilities in exchange for a one-time $36 million payment. After accounting for this change, the company ended the year with approximately $530 million of adjusted debt, compared to about $573 million as of year-end 2023. Overall, the company closed 2024 with an S&P Global Ratings-adjusted debt-to-EBITDA ratio of about 2x, steady in comparison with previous years' leverage. However, some pressure is appearing with first quarter 2025 EBITDA declining about 10% over last year to about $60 million. This was largely driven by lower economics on its Granite City contract extension and lower spot blast coke sales volumes that underscores the high sensitivity of credit measures to the operating environment. Still, the company's rolling 12 months leverage remained relatively flat at around 2x at the end of the first quarter. Contract uncertainty ahead of 2025 could potentially challenge SunCoke's performance in the upcoming years. The company manages domestic coke sales with long-term contracts that can last for up to 12 years, at which point the contracting companies would have the option to renew. SunCoke has faced some uncertainty with the renewal of key operational contracts that are set for renewal during 2025. In April 2025, the Granite City contract with U.S. Steel, which accounts for approximately 15% of the company's coke facility capacity, was extended through September 2025 (from June 2025) with the option for an extension of an additional three months at that time. Similarly, Haverhill's contracts with Cleveland-Cliffs for a total of 950,000 tons (approximately 22% of the company's coke facility capacity) are set to expire by the end of December 2025. If SunCoke Energy is unable to renew these agreements, it would likely look to sell its production in the spot market at potentially lower prices and margins. Overall, this could translate into a $40 million-$45 million decline in the domestic coke segment EBITDA. S&P said, "While we believe the company will be able to redirect products and evolve, we believe SunCoke could face pressures to maintain profitability in the event of nonrenewal from key contracts. Our base case factors in a slowdown in earnings because of these contracts and their terms. The future of SunCoke's granulated pig iron (GPI) project also remains uncertain at this time, but the company could still pursue the $300 million-$400 million project to refurbish the Granite City blast furnaces and to build a new GPI facility in conjunction with U.S. Steel. Even with some anticipated pressure, we believe leverage will remain appropriate for the rating over the next 12-24 months." S&P said, "The stable outlook reflects our expectation that, while SunCoke's leverage will rise above 3x in 2025 with the increase in revolver debt associated with the Phoenix acquisition, it should return to our expected 2x-3x range in 2026 and beyond as the company realizes the benefits of Phoenix's EBITDA contributions. We believe SunCoke's base business will continue to benefit from full-capacity utilization, increased export and foundry coke market participation, and favorable terms under extended coal-handling contracts in the logistics segment. We also believe the company will be able to successfully refinance their revolver (due 2026) in a timely manner. "We could lower our rating on SunCoke if leverage increases and remains above 4x over the next year. Despite the take-or-pay nature and the pass-through provisions in SunCoke's domestic contracts, this could happen during periods of weak demand or rising costs or if the company were to lose material contracts with top customers. Similarly, this could occur if the company were to issue substantial debt to fund projects such as its contemplated GPI project with U.S. Steel. "An upgrade within the next year is unlikely considering the company's narrow revenue base in coke production, which has been declining for several decades along with blast furnace steel output in North America. However, we could raise our rating on SunCoke if it maintains good profitability and S&P Global Ratings-adjusted leverage below 2x, while bolstering its competitive positioning with expansion into new products or markets with sustainably more favorable growth trends and lower risk of secular change or substitution, such as the Phoenix acquisition." T14-15 LLC: Seeks Chapter 11 Bankruptcy in Florida -------------------------------------------------- On May 28, 2025, T14-15 LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Middle District of Florida. According to court filing, the Debtor reports $7,633,560 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About T14-15 LLC T14-15 LLC ualifies as a single asset real estate entity under 11 U.S.C. Section 101(51B), holding a special warranty deed for two vacant commercial parcels -- Parcel ID 20-22-28-0000-00-015 and Parcel B ID 20-22-28-0000-00-082 -- located on Maine Street in Ocoee, Florida 34761. The properties are situated within a commercial development zone, and the Debtor values its interest in the land at $11.25 million. T14-15 LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-03231) on May 28, 2025. In its petition, the Debtor reports total assets of $11,250,000 and total liabilities of $7,633,560. Honorable Bankruptcy Judge Lori V. Vaughan handles the case. The Debtors are represented by Jonathan M. Sykes, Esq. at NARDELLA & NARDELLA, PLLC. TAMPA BRASS: Unsecured Creditors to Split $500K in Plan ------------------------------------------------------- Tampa Brass and Aluminum Corporation filed with the U.S. Bankruptcy Court for the Middle District of Florida a Disclosure Statement describing Chapter 11 Plan dated May 9, 2025. The Debtor is a Florida corporation formed in June of 1957, which it began as a three-man foundry in 1957. Sam Leto Sr., a first generation American of Italian immigrant parents; his 19-yearold son, Sam Jr.; and an uncle leased a small building and began pouring metal castings for the shipping and phosphate industry in the Tampa area. Between the three, they made the molds, poured the metal, dumped the molds, finished the cast pieces, then packed and delivered them to the customer. Their first casting was for the World War II Liberty ship. Tampa Brass' journey, from its establishment in 1957 as a three-man foundry to becoming a trusted partner in the defense, aerospace, and energy industries, has been one of resilience and innovation. Despite its legacy of success and community engagement, the Debtor has faced unprecedented challenges in recent years that necessitated the Chapter 11 filing. The period from January through April 2025 demonstrates the Debtor's successful execution of its financial and operational restructuring strategy. Revenue increased by nearly 89 percent, labor and material cost efficiencies improved monthly, and positive gross profit was achieved beginning in February. The restructuring measures significantly enhanced workforce productivity and resulted in substantial reductions in selling, general, and administrative expenses and overhead costs. These improvements collectively repositioned the Debtor on a path toward sustainable profitability. The financial and operational progress achieved during this period reflects not only stabilization of the business but also the establishment of a solid foundation that is able to borrow funds from third party lenders. The Debtor believes that the Plan provides the greatest possible recovery to the Debtor's Creditors. The distributions under the Plan will exceed recoveries in a chapter 7 liquidation. The Debtor, therefore, believes that acceptance of the Plan is in the best interest of each and every Class of Claims and Interests and recommends that the Voting Classes vote to accept the Plan. Class 15 consists of all Allowed Unsecured Claims against the Debtor. Each Holder of an Allowed Unsecured Claim shall receive its Pro Rata share of the Unsecured Creditor Distribution ($500,000.00) in full satisfaction of its Unsecured Claim. The cash necessary to fund the Unsecured Creditor Distribution shall be deposited by the Reorganized Debtor into a segregated account on the date that is the earlier of (i) the closing date of the Exit Financing, or (ii) 60 days after the Effective Date. Class 15 is Impaired by the Plan. Each Holder of an Allowed Unsecured Claim in Class 15 is entitled to vote to accept or reject the Plan. Class 16 consists of all Equity Interests in the Debtor. As of the Effective Date, the Equity Interests in the Debtor will be cancelled, and no distributions under the Plan will be made on account of the Equity Interests. On the Effective Date, the Reorganized Debtor shall issue new common stock in the Reorganized Debtor, representing the Reorganized Debtor Interests, to the New Equity Holder on account of the New Value Contribution. The Plan contemplates that Holders of Allowed Claims could be paid from a number of sources. The primary sources to repay Creditors are Cash, the Exit Financing, the Equity Infusion, and funds generated by the continuing operations of the Reorganized Debtor. The Exit Financing consists of three separate facilities. One lending facility is comprised of an equipment loan in the amount of $2 million, which shall be secured by a Lien on the Reorganized Debtor's equipment. The second lending facility is accounts receivables loan in the maximum amount of $2 million tranches, which shall be secured by a Lien on the Reorganized Debtor's accounts receivable. Based on estimated receivables on the Effective Date, it is estimated that the Reorganized Debtor will have availability of $1 million under that line. The final lending facility will be a mezzanine loan in the amount of $2 million. The proceeds of that facility will be used fund remaining amounts owed under the Plan as well as provide working capital for the continued expansion of operations and funding equipment upgrades. The Cash contribution of the New Equity Infusion will be used to fund obligations under the Plan. The Debtor will use the proceeds of the Exit Financing and the New Equity Infusion to pay Claims determined to be Secured by the Valuation Orders and pay the Unsecured Creditor Plan Distribution. The Equity Interests will be cancelled and new shares will be issued in the Reorganized Debtor on the Effective Date to the New Equity Holder. In addition to any shares being issued to the New Equity Holder, shares in the Reorganized Debtor may be issued to the party providing the mezzanine loan. A full-text copy of the Disclosure Statement dated May 9, 2025 is available at https://urlcurt.com/u?l=XdOgg6 from PacerMonitor.com at no charge. Counsel to the Debtor: Scott A. Stichter, Esq. Matthew B. Hale, Esq. Stichter, Riedel, Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, Florida 33602 Phone: (813) 229-0144 Email: sstichter@srbp.com mhale@srbp.com About Tampa Brass and Aluminum Corporation Tampa Brass and Aluminum Corporation -- https://tampabrass.com/about/ -- is a supplier of cast machined parts for the commercial and defense industries. The company is based in Tampa, Fla. Tampa Brass and Aluminum filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 25-00105) on January 9, 2025. In its petition, the Debtor reported between $1 million and $10 million in assets and between $10 million and $50 million in liabilities. Judge Roberta A. Colton oversees the case. Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, P.A. represents the Debtor as legal counsel. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. TIOGA INDEPENDENT SCHOOL: S&P Raises LT GO Debt Rating to 'B+' -------------------------------------------------------------- S&P Global Ratings raised its long-term underlying rating to 'B+' from 'B' on Tioga Independent School District (ISD), Texas' general obligation (GO) debt outstanding. The outlook is stable. The raised rating reflects S&P's view of the district's restructured debt profile and return to balanced operations without reliance on cash flow borrowing or transfers from the debt service fund in fiscal 2024, contributing to improvement in negative fund balance levels, and stronger liquidity. The stable outlook reflects S&P's expectation that the district will maintain balanced operations in fiscal years 2025 and 2026, and add to its reserve and cash position, but that fund balance will remain at negative levels during the outlook horizon. Since 2023, Tioga ISD has been under Texas Education Agency (TEA) conservatorship, contributing to adoption of more formalized financial policies and practices, including use of realistic enrollment and average daily attendance (ADA) assumptions. S&P said, "While we view these enhancements to budgeting practices and financial oversight positively, we note that Tioga ISD's risk management, credit culture, and oversight factors remain elevated relative to peers due to the degree to which these factors influenced the district's current financial position. We will monitor for continued adherence to enhanced financial policies and practices, and the effectiveness of those practices in maintaining structurally balanced operations and rebuilding fund balance. We view Tioga ISD's environmental and social factors as neutral in our credit analysis." S&P said, "The stable outlook reflects our expectation that the district will maintain balanced operations, contributing to incrementally improving liquidity and reserves. However, we expect that reserves will remain at negative levels during the outlook horizon due to slim operating margins and limited surplus operating revenue available to add to fund balance. "We could take a negative rating action if the district's operations become imbalanced, whether due to fixed costs of debt service and other liabilities, revenue disruptions, or for any other reason, resulting in further deterioration to its negative reserve position and weak liquidity. "While unlikely during the outlook horizon, we could take a positive rating action if the district's reserves increase to positive levels and liquidity improves to levels sufficient to accommodate outstanding lease revenue bond debt service payments, or if tax base growth enables the district to refinance the remaining lease revenue bond maturities within its current tax rate." TREVENA INC: Cancels Warrants in Deal With Institutional Investor ----------------------------------------------------------------- Trevena, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a securities exchange agreement with a certain institutional investor pursuant to which the Company agreed to: (i) pay the Holder $150,000 in cash, (ii) issue an aggregate of 95,000 shares of common stock, par value $0.001 per share, and (iii) issue a pre-funded warrant to purchase up to 113,333 shares of Common Stock, in exchange for a certain outstanding warrants held by the Holder to purchase up 345,946 shares of Common Stock at an exercise price of $17.50 per share. The Company has cancelled the Warrants reacquired in the Exchange and such Warrants will not be reissued. As previously disclosed, on December 27, 2023, the Company entered into a securities purchase agreement with the Holder that provided for the purchase of the Warrants, among other things. In connection with the Purchase Agreement, the Company entered into a registration rights agreement with the Holder, dated December 27, 2023. The Registration Rights Agreement granted the Holder certain registration rights and obligated the Company to file one or more registration statements with the Securities and Exchange Commission by certain dates, covering the resale of the Common Stock issuable upon exercise of Warrants. As part of the transaction, under the Exchange Agreement, the Holder agreed to terminate the Purchase Agreement and the Registration Rights Agreement. The Company believes that continued compliance with certain of the covenants in such agreements would have become burdensome and unduly restrictive of the Company's board of directors' ability to consider a wide range of strategic alternatives for the Company. The Exchange Agreement also contains customary representations, warranties and covenants made by the parties. About Trevena Headquartered in Chesterbrook, Pa., Trevena, Inc. is a biopharmaceutical company focused on developing and commercializing novel medicines for patients affected by central nervous system, or CNS, disorders. The Company's product, OLINVYK (oliceridine) injection, was approved by the United States Food and Drug Administration in August 2020. The Company initiated commercial launch of OLINVYK in the first quarter of 2021. Philadelphia, Pa.-based Ernst & Young LLP, the Company's auditor since 2007, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. The Company has yet to file its Annual Report on Form 10-K for the year ended December 31, 2024. TRIPLE-G-GUNITE: Seeks Subchapter V Bankruptcy in California ------------------------------------------------------------ On May 28, 2025, Triple-G-Gunite Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of California. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Triple-G-Gunite Inc. Triple-G-Gunite Inc., dba Triple G Gunite Inc., Triple G Gunite, Triple-G-Gunite, and TripleGGunite, specializes in gunite application, providing custom concrete solutions for residential, commercial, and industrial projects in Sacramento and surrounding areas. The Company offers services including pool and spa construction, erosion control, and structural foundations, using shotcrete and advanced techniques. It partners with homeowners, contractors, and developers to deliver durable and tailored concrete structures. Triple-G-Gunite Inc. relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 25-22625) on May 28, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Christopher M. Klein handles the case. The Debtors are represented by Gabriel E. Liberman, Esq. at LAW OFFICES OF GABRIEL LIBERMAN, APC. TZADIK SIOUX: Hires BMC Group as Claims and Noticing Agent ---------------------------------------------------------- Tzadik Sioux Falls Portfolio I, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ BMC Group, Inc. as claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing, and docketing of proofs of claim filed in the Chapter 11 cases of the Debtors. The Debtors provided the firm a retainer in the amount of $10,000. Tinamarie Feil, president of BMC Group, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tinamarie Feil BMC Group, Inc. 600 1st Avenue Seattle, WA 98104 Tel: (206) 499-2169 Email: tfeil@bmcgroup.com About Tzadik Sioux Falls Portfolio I, LLC Tzadik Sioux Falls Portfolio I, LLC possesses several multi-family properties in Sioux Falls, SD. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-13865) on April 9, 2025. In the petition signed by Adam Hendry, authorized representative, the Debtor disclosed $65 million in assets and $46.775 million in liabilities. Judge Peter D. Russin oversees the case. Morgan Edelboim, Esq., at Edelboim Lieberman, PLLC, represents the Debtor as legal counsel. UNITED TALENT: Moody's Rates New Secured 1st Lien Bank Loans 'B2' ----------------------------------------------------------------- Moody's Ratings assigned B2 ratings to United Talent Agency, LLC's ("UTA" or the "company") proposed senior secured first-lien bank credit facilities, consisting of a $255 million revolving credit facility (RCF) due 2030 and $927.5 million term loan B due 2032. UTA's B2 corporate family rating and stable outlook remain unchanged. Net proceeds from the new credit facilities will be used to refinance the existing senior secured first-lien bank credit facilities comprising the $215 million RCF due 2026 and $927.5 million outstanding term loan B due 2028. At March 31, 2025, around $25 million of borrowings were outstanding under the existing RCF, and Moody's expects borrowings will remain outstanding under the new RCF at closing. The proposed bank credit facilities will be executed via an amendment to the existing credit agreement with minor changes to the terms and conditions to align with current market loan structures. Upon transaction closing, Moody's will withdraw the B2 ratings on the old facilities. The assigned ratings are subject to review of final documentation and no material change in the size, terms and conditions of the transaction as advised to us. RATINGS RATIONALE The transaction is credit neutral given that gross debt balances will remain unchanged. However, financial leverage, as measured by total debt to EBITDA at LTM March 31, 2025, is currently at the 6x downgrade threshold, which means UTA's financial flexibility within the B2 CFR will be constrained until EBITDA expands and/or debt is repaid. Barring debt-financed acquisitions, Moody's expects leverage will decrease to the 5.5x area by FYE 2025 as operating performance continues to recover from the impact of the 2023 double Hollywood strikes driven by the quickening ramp up of film and episodic TV production and continued growth in sports, music, and other business lines. Leverage metrics are Moody's adjusted including Moody's standard operating lease adjustment and add-back adjustments to EBITDA to reflect one-time cash costs for severance payments, M&A transaction fees, and legal settlement, as well as full year EBITDA of ROOF, the European soccer representation agency that UTA acquired in mid-2024. The B2 CFR reflects UTA's high financial leverage counterbalanced by its size as the third largest talent agency in the world with diversified operations representing a wide range of clients. The company has leading positions in filmed entertainment, television, live entertainment, publishing, sports, creators and advisory services. The 2023 Writers Guild of America (WGA) and Screen Actors Guild (SAG) strikes significantly disrupted content production. However, UTA's recent expansion of its sports vertical will enhance scale and geographic diversification as well as exploit the robust growth in sports programming content, which is increasingly transitioning to streaming platforms. While the diversified service offering has helped to somewhat reduce the effect of recent disruptions, revenue streams associated with film/TV content production remain concentrated at roughly 45% of total revenue. That said, production will continue to ramp up during 2025 and drive improving operating performance. Moody's expects mid-to high single digit revenue growth in 2025 as the pace of content production continues to rebound. As a result, Moody's expects leverage will decline in 2025 absent additional debt funded transactions. A potential disruption to a sustained industry recovery in the second half of 2025 and into 2026 is the impact of a likely prolonged trade war from tariffs that the US is imposing on imports and reciprocal tariffs from other nations on US exports. UTA's B2 CFR also embeds Moody's expectations that revenue from UTA's digital-facing segment, Creators, will continue to contribute to growth through 2025 given the strong demand for digital content, helping to offset cyclically lower growth in live entertainment following two years of strong growth. Sports related revenue benefits largely from contractual revenue streams, a recurring source of revenue and cash flow, and will expand further as athletes' compensation continues to rise due to strong demand for sports content. Given that UTA's cost structure is largely variable, this has enabled the company to effectively manage through production delays and limit the impact of fluctuations in operating performance. Additionally, expenses can be reduced if results in any one business segment underperforms. UTA recently actioned headcount reductions and restructured workflow processes to reduce operating costs and enhance EBITDA. As the third largest representation agency, Moody's expects UTA will periodically evaluate additional asset purchases to further increase scale, geographic footprint, and the range of services offered. The stable outlook reflects Moody's expectations for revenue and EBITDA growth in 2025 as content production continues to ramp up following the Hollywood strikes as well as continued growth in sports, music and other services. While demand for sports and digital content will remain strong, Moody's expects spending on film and episodic TV content to moderate over the rating horizon compared to levels of the past few years (prior to the strikes) as networks and streaming services focus on improving profitability. Moody's expects leverage will decrease to around 5.5x by FYE 2025 driven by EBITDA growth in the 8%-10% range. However, UTA is likely to continue to pursue additional debt funded acquisitions that may have a significant impact on leverage levels going forward, potentially delaying leverage reduction. Over the next 12-18 months, Moody's expects UTA will maintain good liquidity as a result of around $82 million of unrestricted cash balances at March 31, 2025 and access to the proposed $255 million RCF due 2030. Moody's expects UTA to draw under the RCF to help pay for costs associated with the refinancing transaction. Moody's also expects free cash flow (FCF) after tax distributions to be positive in the range of $25 million to $50 million over the next twelve months following negative FCF of $46 million last year. While tax distributions were paid in 2024, no partner distributions were paid, and Moody's expects UTA to refrain from paying partner distributions in 2025. Moody's also expects capital expenditures to normalize in the $10 million to $15 million range following the recent completion of UTA's office space expansion at several locations. Balance sheet cash will likely be used for M&A and to fund distributions. While the new term loan B is expected to be covenant-lite, the new RCF will be subject to a maximum senior secured net leverage ratio covenant ratio set at 7x when more than 40% of the facility is drawn. Moody's expects UTA to remain in compliance with the revolver covenant over the next twelve months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if UTA's leverage was sustained below 4x (Moody's adjusted) with FCF as a percentage of debt in the mid-single digit percentage range after distributions. Continuing positive organic growth and confidence that UTA would pursue a financial policy in line with a higher rating would also be required. Ratings could be downgraded if UTA's leverage was sustained above 6x (Moody's adjusted) due to additional debt funded acquisitions or operating underperformance. A weakened liquidity position could also lead to negative rating pressure. United Talent Agency, LLC, headquartered in Beverly Hills, CA, is a diversified client representation agency that represents writers, producers, directors, actors, and public speakers as well as others. In addition, the company's music touring business represents musicians in live touring as well as services representing social influencers, streamers, and brands in esports. UTA also provides investment advisory services in media and entertainment and expanded its sports representation business through the acquisition of Klutch Sports Group in 2019 and ROOF in 2024. In December 2021, UTA completed the acquisition of marketing and consultancy firm, Media Link, LLC, and in June 2022, the company acquired UK-based literary and talent group, Curtis Brown Group. LTM revenue at March 31, 2025 was around $906 million. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. VAREX IMAGING: S&P Lowers ICR to 'B+', Outlook Stable ----------------------------------------------------- S&P Global Ratings lowered its ratings on Varex Imaging Corp. to 'B+' from 'BB-', including its issuer credit rating and issue-level rating on its senior secured debt. S&P said, "The stable rating outlook reflects our forecast that, despite a prolonged earnings recovery amid high macroeconomic volatility, S&P Global Ratings-adjusted leverage will remain below 4.5x and FOCF to debt above 5%, reflecting Varex's solid competitive position and recent contract wins. "The downgrade reflects our expectation that softer demand and regulatory uncertainty will limit Varex's ability to improve its profitability and cash flow to meet our rating thresholds. The company's guidance for the third fiscal quarter of 2025 (ending June 30, 2025) included an estimated $20 million headwind to its revenue compared to the third quarter of 2024 and 150-200 basis points headwind to its operating margin compared to the fiscal second quarter of 2025. While it issued this under the assumption of 125% tariffs on U.S. exports to China, and since then the two countries announced 90-day pause on tariff escalation for negotiations, resulting in lower (approximately 30%) tariffs in the interim, we believe there is significant uncertainty with tariffs, and we think the outcome of tariff negotiations could be higher levies. While we assume more limited impact than Varex's guidance, we believe the tariff escalation will limit the company's ability to materially improve its S&P Global Ratings-adjusted EBITDA margin from 12% in the first half of 2025. Our base case assumes an EBITDA margin in the 12.5%-13% range in 2026, compared to approximately 14% in our prior forecast. That said, while we no longer expect a significant improvement in 2026, we also believe Varex will implement measures to partially offset tariff headwinds. Thus, we do not expect a material drop in the margin profile in 2026 compared to 2025. "Our current base case also assumes less sales growth (under 1.5% for fiscal 2025-2026), given high macroeconomic volatility that disrupts normal demand patterns. We forecast slightly better low-single-digit percent growth rate in the industrial segment, driven by recent contract wins expected to be delivered over the next few years. "In the medical segment, Varex indicated that demand remains muted, despite the approval of a ¥10 trillion (approximately $1.4 trillion) government stimulus package in China. This has not yet resulted in demand recovery from local hospitals, and we believe that various initiatives by the Chinese government to prioritize Chinese-domiciled vendors will continue to put pressure on Varex's sales in the country. In North America and Europe, the Middle East, and Africa (EMEA), we also expect slower growth due to our expectations of more cautious spending by health care facilities, stemming from expected Medicare and Medicaid budgets cuts and increasing costs. "These underlying factors support our forecast that Varex is unlikely to meet our S&P Global Ratings-adjusted 3.5x leverage threshold and S&P Global Ratings-adjusted FOCF to debt threshold of 12% in 2025 and 2026, following weaker than expected metrics in fiscal 2024. We believe that, because of volatility in Varex's underlying markets, it won't sustain these thresholds through business cycles. "We expect Varex to use $75 million of its cash balance and $125 million proceeds from its recent debt issuance to repay its $200 million convertible notes due in June 2025. The company recently reiterated this plan, which is consistent with our forecast for S&P Global Ratings-adjusted leverage in the 3.7x-4x range and S&P Global Ratings-adjusted FOCF to debt of below 10% in fiscal 2025. Due to the tariff related headwinds, we now project similar credit metrics will extend into fiscal 2026. "Near-term debt maturities pose some refinancing risk. Varex's debt matures within less than three years; after the convertible notes maturity in June 2025, the senior secured debt is due in October 2027. We consider the remaining capital structure as relatively short-term. We believe it exposes Varex to refinancing risk due to factors outside of its control (e.g., geopolitical risk, capital market conditions). While we believe the company will work to address its maturities in advance, the lower rating also reflects somewhat weaker refinancing prospects. "The stable rating outlook reflects our forecast that despite a prolonged earnings recovery amid high macroeconomic volatility, Varex's S&P Global Ratings-adjusted leverage will remain below 4.5x and S&P Global Ratings-adjusted FOCF to debt above 5%, reflecting its solid competitive position and recent contract wins." S&P could lower the rating if: -- Varex's operating performance weakened further, resulting in S&P Global Ratings-adjusted leverage above 4.5x and S&P Global Ratings-adjusted FOCF to debt below 5% for an extended period with limited prospects for improvement. This could occur due to a sustained period of higher-than-expected volatility in demand, particularly in China, or the loss of a significant customer. -- The company did not extend its 2027 debt maturities in the first half of fiscal 2026. S&P could raise the rating if: -- Varex's earnings and cash flow generation recovered, such that S&P believed that the company would sustain its S&P Global Ratings-adjusted debt to EBITDA ratio below 3.5x and S&P Global Ratings-adjusted FOCF to debt above 12% through cyclical variations. -- The company refinanced its senior secured debt. VECTOR GROUP: Egan-Jones Retains CCC+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on May 23, 2025, withdrew its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Vector Group Ltd. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Miami, Florida, Vector Group Ltd. operates as a holding company. VELOCITY VEHICLE: Moody's Cuts CFR to B1, Outlook Remains Negative ------------------------------------------------------------------ Moody's Ratings downgraded Velocity Vehicle Group LLC's ("Velocity Vehicle") corporate family rating to B1 from Ba3, its probability of default rating to B1-PD from Ba3-PD, and its senior unsecured notes rating to B3 from B2. The outlook remains negative. The downgrade reflects governance considerations including higher than expected leverage, reduced cash balances and Moody's expectations for the weakness in credit metrics to continue in 2025. Prior to tariffs, end-market demand conditions had been soft for several quarters. The imposition of tariffs so far in 2025 is resulting in lower freight activity. While the current tariff regime exempts medium and heavy-duty trucks, this could change in the future pending further study by the Commerce Department. Nonetheless, Moody's expects demand for new, used, and leased and rental (L&R) trucks as well as maintenance services to be limited over the next 12-18 months due to lower freight activity and general macroeconomic uncertainty. Also, while vocational demand—encompassing delivery vehicles, waste collection, municipal utility vehicles, and specialized trade equipment—has been more resilient, cuts to federal spending could lead to constrained vocational truck demand prospectively. Further, Moody's believes pre-buy demand related to higher truck emissions standards in 2027 will be lower than previously expected because regulatory timelines remain uncertain amid ongoing administrative review. RATINGS RATIONALE The B1 CFR recognizes Velocity Vehicle's moderate scale and geographic diversity and high parts & service gross profit contribution. The rating also reflects generally favorable long-term commercial truck demand characteristics supported by a growing and aging truck fleet. Moody's views Velocity Vehicle as having a good position in its core markets across private fleet, vocational, and municipal customers underpinned by its strong relationship with Daimler Truck where it is generally the only authorized dealer group in the areas it operates, and the company's large parts & service and L&R operations. The B1 CFR also incorporates governance considerations, particularly Velocity Vehicle's majority private ownership under affiliates of The Cranemere Group Limited, a private holding company, moderated in part by material minority ownership by founders and management. Velocity Vehicle's debt-funded growth strategy when combined with lower than expected earnings has resulted in its leverage being very high. As of December 31, 2024, lease-adjusted debt/EBITDA was about 6.4x and EBITA/interest coverage was about 2.2x pro forma for acquisitions. Due to weaker than expected demand in 2025, Moody's believes leverage will remain high and closer to 6x, up from Moody's prior expectations of about 5x. If demand conditions improve, leverage could trend down to the low 5x range in 2026. Moody's expects EBITA/interest coverage of about 2.3x in 2025 and 2.7x in 2026. The negative outlook reflects the risk of continued weakness in credit metrics beyond Moody's expectations primarily as a result of tariff-related macroeconomic uncertainty, but also regulatory uncertainty regarding emissions standards for trucks. It also reflects Velocity Vehicle's lower than expected cash balances and high reliance on uncommitted lines of credit. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS While not expected given the challenging operating environment, ratings could be upgraded if operating performance improves and financial strategy remains balanced such that lease-adjusted debt/EBITDA can be maintained below 5.0x and EBITA/interest can be sustained above 2.5x across an industry cycle. An upgrade would also require at least good liquidity, including committed lines of credit. Ratings could be downgraded if operating performance does not improve, financial policy becomes more aggressive or if there is a sustained deterioration in credit metrics with lease-adjusted debt/EBITDA remaining above 6.0x or EBITA/interest remaining below 2.0x. A deterioration in liquidity for any reason could also negatively impact the ratings, including diminished access to existing lines of credit which are uncommitted or failure to improve cash liquidity in line with long-term historical levels. Velocity Vehicle Group LLC is majority owned by affiliates of The Cranemere Group Limited, a private holding company that owns substantial positions in operating businesses. Velocity Vehicle founders and management also represent a large minority interest in the company. Velocity Vehicle Group LLC operates across 145 locations in North America and Australia. Moody's estimates revenue for the year ending December 30, 2024 was approximately $3.7 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. VETCORE TECHNOLOGY: Hires Wilson Friery as Bankruptcy Counsel ------------------------------------------------------------- Vetcore Technology L.L.C. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Wilson Friery PLLC as bankruptcy counsel. The firm will provide these services: a. render legal advice with respect to the Debtor's powers and duties in the continued operation of the Debtor's business as a debtor-in-possession; b. take all necessary action to protect and preserve the Debtor's bankruptcy estates, including the prosecution of actions, contested matters, or proceedings on behalf of the Debtor, the defense of any actions, contested matters, or proceedings commenced against the Debtor, and negotiations concerning all litigation in which the Debtor are involved; c. prepare all necessary schedules, statements, motions, answers, orders, reports, and other legal papers in connection with the administration of the Debtor's bankruptcy estates; d. assist in preparing and filing a plan of reorganization, and if necessary, a disclosure statement; and e. perform any and all other legal services reasonably necessary or otherwise requested by the Debtor in connection with this chapter 11 cases and the formation and implementation of a Chapter 11 plan. Broocks 'Mack' Wilson, and Michelle Friery, the attorneys at the firm handling the case will be paid $450 per hour. Prior to the commencement of the Chapter 11 case, the Debtor paid the firm $2,970 for pre-petition services performed. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Wilson disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Broocks M. Wilson, Esq. WILSON FRIERY PLLC 708 Main Street 10th Floor Houston TX 77002 Tel: (832) 942-7999 E-mail: mack@wilsonfriery.com About Vetcore Technology L.L.C. Vetcore Technology L.L.C. is a service-disabled veteran-owned small business based in Cypress, Texas, specializing in electrical contracting, telecommunications infrastructure, and IT project management. Founded in 2017, the Company offers a wide range of services, including structured data network cabling and security system installations, serving clients across various industries, from government agencies to large corporations. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 25-31943) on April 7, 2025. In the petition signed by Michael Higgins, CEO, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Jeffrey P. Norman oversees the case. Broocks M. Wilson, Esq., at WILSON FRIERY PLLC, represents the Debtor as legal counsel. WARHORSE GAMING: S&P Alters Outlook to Positive, Affirms 'B-' ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on WarHorse Gaming LLC to positive from stable and affirmed all its ratings, including the 'B-' issuer credit rating on the company. S&P's positive outlook reflects its expectation that debt leverage will fall below 5x by the end of 2025 and EBITDA interest coverage will likely improve to above 2x, on a run-rate basis, within the next year as WarHorse ramps up operations of its fully opened properties. A debt refinancing of its high-cost construction debt that lowers its interest expense could accelerate an upgrade. WarHorse Gaming completed construction of its Lincoln casino expansion in November 2024 and its Omaha casino in April 2025. The projects were completed on time and below budget, eliminating the construction credit risk. S&P expects WarHorse to continue to expand its database of customers and ramp up operations this year, significantly increasing revenue and EBITDA. S&P said, "The completion of construction below budget bolsters liquidity and eliminates project risk. With the opening of its expanded Omaha casino in April 2025, the company completed its construction within the expected timeframe. Furthermore, total project costs, including the Lincoln expansion, were about $28 million below the original budget. Therefore, WarHorse did not use the $28 million contingency built into the budget for project overruns and delays. While the construction contingency and guaranteed maximum-price contracts helped mitigate construction risk, the completion of the project below budget and on time eliminates that risk. Moreover, because the project came in under budget, we expect Warhorse will have excess cash on the balance sheet, above what is needed to operate the business, bolstering liquidity. "We expect WarHorse's strong revenue and EBITDA growth in 2025 because of its recently completed construction projects will drive leverage below 5x in 2025. The Lincoln and Omaha casinos are now fully operational, with about 2,150 total gaming positions and expanded food and beverage amenities, in addition to a newly opened smoking section in Omaha. We expect that Warhorse's S&P Global Ratings-adjusted debt leverage will fall below 5x on a run-rate EBITDA basis in the first half of 2025 and improve to about 4.3x by the end of 2025. However, Warhorse's interest expense remains elevated because of its high-cost construction financing. Therefore, we anticipate its S&P Global Ratings-adjusted EBITDA interest coverage will only improve to about 1.5x at the end of 2025, below our 2x upgrade threshold. Nevertheless, we expect that WarHorse's ongoing ramp-up in operations will drive EBITDA interest coverage above 2x in 2026. We forecast that the company should generate about $25 million-$30 million in operating cash flow in 2025 and more than $50 million in 2026. "Although we expect WarHorse to have solid operating performance this year, it is somewhat below our initial expectations. This is because the gaming positions are about 5% lower than we initially expected. There are approximately 880 gaming positions in Lincoln and 1,270 in Omaha compared with our expectation for 900 gaming positions in Lincoln and 1,365 in Omaha. In addition, the Lincoln casino has had some staffing issues with dealers at tables, limiting the number of tables that are open. The company has mitigated some of impact of the reduced table capacity with electronic table games, but it does not fully replace the experience for players. Still, we expect revenue to grow about 120% and EBITDA margins to expand by about 250 basis points because WarHorse will benefit from a full year of the Lincoln expansion and the Omaha phase 1 casino (opened in August 2024), in addition to the second phase of the Omaha casino that opened in April 2025. Barriers to entry limiting competition in Nebraska and proximity to its target markets are competitive advantages. WarHorse operates in a limited license jurisdiction. Both casino properties are centrally located in their respective markets. In addition, only six horse racing tracks in the state qualify for casino development. WarHorse owns one other racetrack, in addition to Lincoln and Omaha. All three Nebraska casino operators that WarHorse will compete with are located between 80 and 100 miles away from all WarHorse's locations in the western part of the state. The Grand Island casino opened in January 2023 and has not had a material impact on the Lincoln casino. Furthermore, there is a quasi-moratorium on new racetracks until the next impact study can be done by the Nebraska Racing and Gaming Commission in 2029. Notwithstanding, both casinos compete against three existing casinos in the Council Bluff area, which are owned by larger regional gaming operators--Ameristar Casino Hotel Council Bluffs (operated by PENN Entertainment Inc.), Horseshoe Council Bluffs, and Harrah's Council Bluffs (both operated by Caesars Entertainment Inc.), which are all within a 15-mile radius of WarHorse Omaha and 70 miles of WarHorse Lincoln. Comparatively, these operators have greater resources to invest in their marketing and promotions to defend market share and have sizable player databases and coordinated player loyalty programs designed to cross-promote their other properties. Nevertheless, these specific properties are a small proportion of the overall revenue and EBITDA contribution of the wider regional operating enterprises, and therefore, S&P believes those operators are unlikely to engage in destructive marketing that could significantly deteriorate margins and operating results to retain visitation and market share. WarHorse benefits from its proximity to the densely populated cities of Omaha and Lincoln and some location advantage to its Council Bluff competition as the Council Bluffs market draws significant visitation from the Omaha and Lincoln areas. In addition, these areas have higher household incomes than the Iowa sector of the market. S&P believes that underinvestment in the Council Bluff properties may make them less attractive experiences than WarHorse's brand-new facilities. However, PENN has announced plans to replace its riverboat casino in Council Bluffs with a new land-based casino, but a timeline for construction has not yet been established. In addition, Caesars' customers tend to be loyal to the Caesars' properties because of the benefits its rewards program offers, especially for high-value players, like incentives to visit its Las Vegas Strip properties. This may make it difficult for WarHorse to attract and retain those customers. Although we expect WarHorse to be able to ramp up its operations fairly quickly compared with most rated new gaming projects, both facilities are in new gaming markets that require significant marketing outreach to attract the right gaming customer, and it takes experience to develop effective marketing tools. S&P said, "Our positive outlook reflects our expectation that debt leverage will fall below 5x by the end of 2025 and that EBITDA interest coverage will likely improve to above 2x by mid-2026 on a run-rate basis as WarHorse ramps up operations of its fully opened properties. A debt refinancing of its high-cost construction debt that lowers its interest expense could accelerate an upgrade because EBITDA interest coverage is further away from our upgrade threshold than debt leverage. "We could revise the outlook to stable if we no longer believed that WarHorse's debt leverage would be sustained below 5x or that EBITDA interest coverage would not improve above 2x within the next 12 months. This could occur if WarHorse embarked on another debt-financed expansion project or new development or if EBITDA did not grow as expected, potentially because of macroeconomic headwinds or a more competitive environment, particularly from its nearest competitor market in Council Bluffs. "We could raise the rating one notch if Warhorse continued to ramp up operations such that it reached a run rate of EBITDA that resulted in EBITDA interest coverage above 2x and debt leverage below 5x. Before raising the rating, we would need to believe that WarHorse could maintain these measures, incorporating potential operating and credit measure volatility due to competitive pressures, macroeconomic headwinds, or additional expansion projects." WESCO INT'L: Egan-Jones Retains BB- Sr. Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company on May 23, 2025, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by WESCO International, Inc. EJR also withdrew its rating on commercial paper issued by the Company. Headquartered in Pittsburgh, Pennsylvania, WESCO International, Inc. distributes electrical products and other industrial maintenance, repair, and operating supplies. WEST RIVER: Seeks Chapter 11 Bankruptcy in Texas ------------------------------------------------ On May 28, 2025, West River House LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Western District of Texas. According to court filing, the Debtor reports $2,271,454 in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. About West River House LLC West River House LLC qualifies as a single-asset real estate debtor under the definition provided in 11 U.S.C. Section 101(51B). West River House LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 25-51153) on May 28, 2025. In its petition, the Debtor reports estimated liabilities of $2,271,454. Honorable Bankruptcy Judge Michael M. Parker handles the case. The Debtors are represented by David Cain, Esq. at LAW OFFICE OF DAVID T CAIN. WESTERN URANIUM: MMCAP International Holds 9.6% Equity Stake ------------------------------------------------------------ MMCAP International Inc. SPC and MM Asset Management Inc., disclosed in a Schedule 13G (Amendment No. 3) filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, they beneficially own 6,056,067 Common Shares of Western Uranium & Vanadium Corp., consisting of 2,527,866 shares and an additional 3,528,201 shares underlying warrants exercisable within 60 days. This represents 9.6% of the 59,382,696 shares outstanding as of December 31, 2024, as reported in the company's Form 10-K filed April 15, 2025. MMCAP International Inc. SPC may be reached through: Ulla Vestergaard, Director c/o Mourant Governance Services (Cayman) Limited 94 Solaris Avenue, Camana Bay P.O. Box 1348 Grand Cayman, KY1-1108 Cayman Islands Tel: 416-408-0997 MM Asset Management Inc. may be reached through: Hillel Meltz, President 161 Bay Street, TD Canada Trust Tower Suite 2240 Toronto, ON M5J 2S1 Canada A full-text copy of Altium Capital's SEC report is available at: https://tinyurl.com/3d7kvz7x About Western Uranium Western Uranium & Vanadium Corp is engaged in the business of exploring, developing, mining and producing uranium and vanadium resources. In addition to the flagship property located in the prolific Uravan Mineral Belt, the production pipeline also includes conventional projects in Colorado and Utah. The Maverick Minerals Processing Plant and Pinon Ridge Corporation processing plants will be licensed to include the kinetic separation process. As of Dec. 31, 2024, the Company had $33,916,238 in total assets, $4,100,164 in total liabilities, and a total shareholders' equity of $29,816,074. Mississauga, Canada-based MNP LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has incurred continuing losses and negative cash flows from operations and is dependent upon future sources of equity or debt financing in order to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. WINDOWS ACQUISITION: Blackstone Marks $53.1 Million 1L Loan at 21% ------------------------------------------------------------------ Blackstone Secured Lending Fund has marked its $53,169,000 loan extended to Windows Acquisition Holdings, Inc. to market at $42,137,000 or 79% of the outstanding amount, according to Blackstone's Form 10-Q for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. Blackstone is a participant in a First Lien Loan to Windows Acquisition Holdings, Inc. The loan accrues interest at a rate of 10.98% (incl. 8.58% PIK) per annum. The loan matures on December 29, 2026. Blackstone, is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified, closed-end management investment company. The Company is externally managed by Blackstone Private Credit Strategies LLC, and Blackstone Credit BDC Advisors LLC. Additionally, Blackstone Private Credit Strategies LLC, in its capacity as the administrator to the Company, and the Sub-Administrator provide certain administrative and other services necessary for the Company to operate. Blackstone is led by Brad Marshall as Co-Chief Executive Officer, Jonathan Bock as Co-Chief Executive Officer, and Teddy Desloge as Chief Financial Officer. The Company can be reach through: Brad Marshall Blackstone Secured Lending Fund 345 Park Avenue, 31st Floor New York, NY 10154 Telephone: (212) 503-2100 About Windows Acquisition Holdings, Inc. Windows Acquisition Holdings, Inc. is engaged in the supply and distribution of building materials in the U.S. WINDTREE THERAPEUTICS: Registers Series D Shares for Resale ----------------------------------------------------------- Windtree Therapeutics, Inc. filed a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission. The prospectus relates to the offer and resale by the selling stockholders -- Sabby Volatility Warrant Master Fund, Ltd., First Fire Global Opportunity Fund, LLC, Jim Fallon, Pinz Capital Special Opportunities Fund, LP, Keystone Capital Partners, LLC, Seven Knots, LLC, C/M Capital Master Fund, LP, WVP Emerging Manager Onshore Fund, LLC - C/M Capital Series, Paul Mann, Robert Welner, Boothbay Absolute Return Strategies, LP, and Kingsbrook Opportunities Master Fund LP -- of up to an aggregate of 42,168,035 shares of the Company's common stock, par value $0.001 per share, or the common stock, issuable upon the conversion of shares, referred to as the Preferred Shares, of the Company's Series D convertible preferred stock, par value $0.001 per share, or the Series D Preferred Stock. The Preferred Shares were acquired by the applicable selling stockholders under a securities purchase agreement, or the Securities Purchase Agreement, dated April 29, 2025, or the Securities Purchase Agreement, by and among the Company and the investors party thereto, or the Investors. The sale of the Preferred Shares was not registered under the Securities Act of 1933, as amended, or the Securities Act, in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Windtree is registering the resale of the shares of common stock covered by this prospectus as required by the Registration Rights Agreement, dated April 29, 2025, by and among us and the Investors, or the Registration Rights Agreement. The selling stockholders will receive all of the proceeds from any sales of the shares of common stock offered hereby. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. Sales of the shares of common stock by the selling stockholders may occur in one or more transactions at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, at negotiated prices and/or at varying prices determined at the time of sale. The selling stockholders may sell the shares of common stock directly or to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders, the purchasers of the shares, or both. The selling stockholders may sell any, all or none of the securities offered by this prospectus and Windtree does not know when or in what amount the selling stockholders may sell their shares of common stock hereunder following the effective date of the registration statement of which this prospectus forms a part. The registration of the shares on behalf of the selling stockholders, however, does not necessarily mean that any of the selling stockholders will offer or sell their shares of common stock under this registration statement or at any time in the near future. Windtree cannot predict when, or in what amounts, the selling stockholders may sell any of the shares of common stock. Windtree is paying the cost of registering the shares of common stock covered by this prospectus as well as various related expenses. The selling stockholders are responsible for all selling commissions, transfer taxes and other costs related to the offer and sale of their shares of common stock. On February 14, 2025, Windtree filed a certificate of amendment to the Company's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate a 1-for-50 reverse stock split of the outstanding shares of the Company's common stock. Its stockholders previously approved the Reverse Stock Split and granted the Company's board of directors the authority to determine the exact split ratio and when to proceed with the Reverse Stock Split at the Company's special meeting of stockholders held on February 3, 2025. The Reverse Stock Split became effective on February 20, 2025 at 5:00 p.m., Eastern Time and our common stock began trading on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis on February 21, 2025 at market open under the existing ticker symbol, "WINT." Pursuant to the Reverse Stock Split, every 50 shares of the Company's issued and outstanding common stock was combined into one share of common stock. The par value and other terms of the common stock were not affected by the Reverse Stock Split. No fractional shares were issued as a result of the Reverse Stock Split. A full-text copy of the Company's Form S-1 is available at: https://tinyurl.com/kbjjkjjn About Windtree Therapeutics Headquartered in Warrington, Pennsylvania, Windtree Therapeutics, Inc. — windtreetx.com — is a biotechnology company focused on advancing early and late-stage innovative therapies for critical conditions and diseases. The Company's portfolio of product candidates includes: (a) istaroxime, a Phase 2 candidate that inhibits the sodium-potassium ATPase and also activates sarco endoplasmic reticulum Ca2+ -ATPase 2a, or SERCA2a, for acute heart failure and associated cardiogenic shock; preclinical SERCA2a activators for heart failure; rostafuroxin for the treatment of hypertension in patients with a specific genetic profile; and a preclinical atypical protein kinase C iota, or aPKCi, inhibitor (topical and oral formulations), being developed for potential application in rare and broad oncology indications. The Company also has a licensing business model with partnership out-licenses currently in place. Philadelphia, Pennsylvania-based EisnerAmper LLP, the company's auditor since 2022, issued a "going concern" qualification in its report dated April 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has suffered recurring losses from operations and expects to incur losses for the foreseeable future, that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, Windtree Therapeutics had $27.9 million in total assets, $14.7 million in total liabilities, $3.2 million in total mezzanine equity, and a total shareholders' equity of $10 million. WINDTREE THERAPEUTICS: Releases Q1 Financial Results, Biz Update ---------------------------------------------------------------- Windtree Therapeutics, Inc. reported financial results for the first quarter ended March 31, 2025 and provided key business updates. "The first quarter of 2025 was marked with significant progress. We announced our new corporate strategy to become a revenue generating company by seeking to identify and acquire revenue-generating FDA-approved assets while advancing our cardiology and oncology pipeline," said Jed Latkin, Chief Executive Officer of Windtree. Mr. Latkin continued, "We believe that this strategy has the potential to transform Windtree into both a commercial and development stage company that generates revenue, helps patients and enhances our attractiveness to shareholders. The Company entered into an initial strategic transaction for a right to buy a revenue-generating multifamily residential property. Leveraging off our firm partnership in China we are helping a rapidly growing biopharmaceutical company lower their costs of production by almost 65%. We anticipate the partnership should start generating revenues by the end of 2026. We continue to develop our pipeline, including the ongoing enrollment of subjects in the istaroxime cardiogenic shock SCAI Stage C study. We plan an interim analysis of the first 20 subjects in Q3 2025. This study, when completed, is intended to advance the program to Phase 3 in cardiogenic shock, a condition with significant mortality and morbidity. Drug innovation in cardiogenic shock is desired, and we believe that istaroxime has the potential to provide unique benefits over other currently available drugs. We look forward to continued communication with our shareholders on our progress on all our initiatives." Key Business Updates: * Announced a late-breaking clinical science abstract presentation on istaroxime at the Technology and Heart Failure Therapeutics Conference. * Entered into a license and supply agreement to become the sourcing partner for Evofem Biosciences, Inc. (OTCQB: EVFM) for PHEXXI® (lactic acid, citric acid and potassium bitartrate), a first-in-class hormone-free, on-demand prescription contraceptive vaginal gel that women control. The Company intends to leverage its manufacturing contacts to reduce pharmaceutical product cost of goods for PHEXXI. * Announced a strategic transaction to drive revenue generation in support of our ongoing therapeutic pipeline development. The initial transaction provides the right to buy the target asset which may provide consistent revenue to the Company while it continues to develop its biotech pipeline drug candidates. The transaction is an assignment and conditional assumption agreement with a seasoned real estate investment group pursuant to which the Company has gained the rights to purchase a 436 unit, multifamily residential property in Houston, Texas. * Closed on a private placement transaction in April 2025 and May 2025 for aggregate gross proceeds of approximately $2.6 million related to the issuance of Series D convertible preferred stock. * Regained Nasdaq compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) for continued listing. The Company will be subject to a mandatory panel monitor until March 20, 2026. * Continued expansion of our patent estate for istaroxime with the granting of a notice of allowance in acute heart failure by the United States Patent and Trademark Office as well as a patent filing in India. For the preclinical oncology aPKCi inhibitor, a patent was issued for Japan. Select First Quarter 2025 Financial Results: * For the first quarter ended March 31, 2025, the Company reported an operating loss of $4.1 million compared to an operating loss of $4.4 million in the first quarter of 2024. * Research and development expenses were $2.3 million for the first quarter of 2025, compared to $2.3 million for the first quarter of 2024. Research and development expenses primarily relate to the continued development of istaroxime for the treatment of early cardiogenic shock, including costs related to the SEISMiC C trial during the first quarter of 2025 and costs related to the SEISMiC Extension trial during the first quarter of 2024. * General and administrative expenses for the first quarter of 2025 were $1.8 million, compared to $2.1 million for the first quarter of 2024. The $0.3 million decrease in general and administrative expenses is due to a decrease of $0.2 million in professional fees, primarily related to reduced legal fees and a decrease of $0.1 million in non-cash stock-based compensation expense. * The Company reported a net loss attributable to common stockholders of $5.0 million ($4.63 per basic share) on 1,088,564 weighted-average common shares outstanding for the quarter ended March 31, 2025, compared to net income of $10.2 million ($1,099.37 per basic share) on 9,295 weighted average common shares outstanding for the comparable period in 2024. * As of March 31, 2025, the Company reported cash and cash equivalents of $1.2 million and current liabilities of $6.5 million. We believe that we have sufficient resources available to fund our business operations through May 2025. Readers are referred to, and encouraged to read in its entirety, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which was filed with the Securities and Exchange Commission on May 15, 2025, and includes detailed discussions about the Company's business plans and operations, financial condition, and results of operations. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/59vwtzf7 About Windtree Therapeutics Headquartered in Warrington, Pennsylvania, Windtree Therapeutics, Inc. — windtreetx.com — is a biotechnology company focused on advancing early and late-stage innovative therapies for critical conditions and diseases. The Company's portfolio of product candidates includes: (a) istaroxime, a Phase 2 candidate that inhibits the sodium-potassium ATPase and also activates sarco endoplasmic reticulum Ca2+ -ATPase 2a, or SERCA2a, for acute heart failure and associated cardiogenic shock; preclinical SERCA2a activators for heart failure; rostafuroxin for the treatment of hypertension in patients with a specific genetic profile; and a preclinical atypical protein kinase C iota, or aPKCi, inhibitor (topical and oral formulations), being developed for potential application in rare and broad oncology indications. The Company also has a licensing business model with partnership out-licenses currently in place. Philadelphia, Pennsylvania-based EisnerAmper LLP, the company's auditor since 2022, issued a "going concern" qualification in its report dated Apr. 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has suffered recurring losses from operations and expects to incur losses for the foreseeable future, that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, Windtree Therapeutics had $27.9 million in total assets, $14.7 million in total liabilities, $3.2 million WINNEBAGO INDUSTRIES: Moody's Cuts CFR to B1, Outlook Stable ------------------------------------------------------------ Moody's Ratings downgraded its ratings for Winnebago Industries, Inc. ("Winnebago"), including the corporate family rating to B1 from Ba3 and probability of default rating to B1-PD from Ba3-PD. Concurrently, Moody's downgraded the ratings on the company's senior secured notes to B1 from Ba3. The company's speculative grade liquidity rating ("SGL") was lowered to SGL-2 from SGL-1. The outlook is stable. The downgrades follow declining operational performance and reflect Moody's expectations for challenging demand for recreational vehicles ("RVs") and motorboats given volatile consumer confidence. The discretionary nature of RVs and motorboats, along with their high price points, makes Winnebago particularly susceptible to the current environment. Earnings will likely remain under pressure over the next several quarters and lead to a sustained period with credit metrics that will be weaker than Winnebago's historical norms. RATINGS RATIONALE The B1 CFR reflects the highly cyclical nature of the RV and motorboat industries coupled with a competitive operating environment with limited barriers to entry. RVs and motorboats have historically been difficult industries for manufacturers to align production with demand which at times has led to overproduction and prolonged recovery periods. These risks are balanced against Winnebago's strong brand name and well-established market position. Winnebago's latest performance reflects weak earnings and declining cash flow which has been impacted by low wholesale levels, challenged operating leverage, elevated warranty expense within the Winnebago brand and ongoing discounting of prior model year motorhomes. Net revenue has declined 12.3%, EBITA margin is 3.0% and FFO/Debt is 19.0% for the last twelve months ended March 1, 2025. Moody's estimates that debt-to-EBITDA has increased to approximately 4.7 times taking into account the settlement of $59 million of convertible notes on April 2, 2025 (unrated). Going forward, the redesigned Grand Design RVs could potentially improve Winnebago's net revenue in the near-term and steps are being taken to improve the quality of the Winnebago brand which should reduce warranty expense. Moody's expects that improvements will take some time for credit metrics to return toward more normal levels. The average debt/EBITDA from fiscal year end August 2019 through August 2024, for example, was approximately 2.2 times. The stable outlook reflects the expectation that credit metrics will improve over the next 12-18 months but will be at levels that are weaker than prior fiscal years. The stable outlook also incorporates Winnebago's good liquidity. The SGL-2 speculative grade liquidity rating denotes Moody's expectations of good liquidity through 2026. Cash as of March 1, 2025 was $115 million. Moody's expects FFO/debt to be close to 20% for the next 12-18 months. External liquidity is provided by a $350 million asset backed revolver that expires in July 2027 (unrated). The asset backed revolver contains a minimum fixed charge coverage ratio of 1.0x that becomes effective if availability is less than the greater of 10% of the revolving commitment or $35 million. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward rating pressure could result if expectations improve towards a sustained, more favorable demand environment. Ratings could be upgraded if Winnebago maintains good liquidity, FFO/Debt is sustained above 35% and debt/EBITDA is sustained below 3 times. Given Winnebago's vulnerability to highly cyclical end-markets, Moody's expects the company to maintain credit metrics that are stronger than levels typically associated with similarly rated companies. Ratings could be downgraded if demand weakens causing expected net revenue declines into fiscal year 2026 and related deterioration of earnings. Ratings could also be downgraded if debt/EBITDA is sustained above 4 times or if Winnebago becomes reliant on its revolver. Winnebago Industries, Inc., headquartered in Eden Prairie, Minnesota, is a leading manufacturer of RVs used primarily in leisure travel and outdoor recreational activities. Winnebago manufactures a variety of motorhomes, travel trailers and fifth wheel trailers, as well as recreational powerboats. Revenue for the twelve months ended March 1, 2025 was about $2.8 billion. The principal methodology used in these ratings was Manufacturing published in September 2021. WRX MANAGEMENT: Hires Cantey Hanger LLP as Bankruptcy Counsel ------------------------------------------------------------- WRX Management, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Cantey Hanger LLP as Bankruptcy Counsel. The firm will provide these services: a. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any bankruptcy court action commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; b. prepare motions, applications, answers, orders, reports, and papers in connection with the administration and prosecution of the Debtor's chapter 11 case; and c. perform all other legal services in connection with the chapter 11 case that are reasonable or necessary to satisfy the obligations and duties required of a chapter 11 debtor. The firm will be paid at these rates: a. M. Jermaine Watson, Bankruptcy Partner $695 per hour b. Emily Campbell, Associate $325 per hour c. George Villa, Bankruptcy Paralegal $215 per hour The firm will be paid a retainer in the amount of f $15,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. M. Jermaine Watson, Esq., a partner at Cantey Hanger LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: M. Jermaine Watson, Esq. Cantey Hanger LLP 600 West 6th Street, Suite 300 Fort Worth, TX 76102 Telephone: (817) 877-2800 Facsimile: (817)333-2961 Email: jwatson@canteyhanger.com About WRX Management, LLC Jermaine WRX Management LLC is a healthcare management company based in Fort Worth, Texas. The company operates in the healthcare services sector, providing management and consulting services to healthcare entities as indicated by its NAICS classification code (5416) and its designation as a Health Care Business in its filing. Jermaine WRX Management LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 25-41156) on March 31, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $500,000 and $1 million. The Debtor is represented by M. Jermaine Watson at Cantey Hanger LLP. XYZ HOME: Unsecured Creditors Will Get 13.2% of Claims in Plan -------------------------------------------------------------- XYZ Home Buyers, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Georgia a Disclosure Statement for Plan of Reorganization dated May 9, 2025. The Debtor is a Texas limited liability corporation and is in the business of operating two residential rental properties located in Georgia. Pre-petition Debtor purchased residential properties, repair the properties, and then marketed the properties for rent. Due to rising the cost of repairs and increasing vacancy rates, the Debtor was unable to service the debt on the properties. Debtor filed this chapter 11 bankruptcy case to reorganize its finances and to allow for the repair and renting of the Debtor's properties. The Plan provides for an equitable distribution to creditors of Debtor and preserves the value of Debtor's estates. Debtor believes that any alternative to confirmation of the Plan, such as liquidation, would result in significant delays, litigation, and/or impaired recoveries. Moreover, Debtor shows that the creditors will receive greater recoveries under the Plan than those that would be achieved in liquidation or under an alternative Chapter 11 plan. For these reasons, Debtor urges you to return your Ballots accepting Debtor's Plan. The Plan contemplates the reorganization of Debtor and the resolution of the outstanding Claims against Debtor pursuant to sections 1129 and 1123 of the Bankruptcy Code. The Plan classifies all Claims against Debtor into separate Classes. Class 4 shall consist of the General Unsecured Claims. The Debtor shall pay the General Unsecured Creditors a pro rata share of a lump sum payment consisting of the funds remaining in the debtors debtor-in-possession account after (i) payment of administrative expense claims of (x) debtor's counsel, (y) debtor-in-possession lender and (z) all outstanding and projected United States Trustee fees, (ii) Tax Commissioners' priority claims in Class 2, and (iii) $5,000.00. Debtor anticipates, but does not warrant, that such amount shall be approximately $11,500.00. The allowed unsecured claims total $87,000.00. This Class will receive a distribution of 13.2% of their allowed claims. Notwithstanding anything else in this Plan to the contrary, any Class 4 Claim shall be reduced by any payment received by the creditor holding such claim from any third party or other obligor and Debtor's obligations thereunder shall be reduced accordingly. The Class 4 Claims are Impaired by the Plan and the Holders of Class 4 Claims are entitled to vote to accept or reject the Plan. Class 5 consists of the Debtor's Interest and New Value. If Class 4 votes to accept the Plan, ABD Residential Holdings LLC shall retain 100% of the interests in the Debtor. If Class 4 does not vote to accept the Plan as a Class, then the following additional terms shall apply: The pre-petition shares will be canceled. New stock in the Reorganized Debtor shall be issued ("Post-Petition Shares") to ABD Residential Holdings LLC in exchange for new value in the amount of $10,000.00. Such payment will be used to satisfy any outstanding Administrative Expense Claims and otherwise fund the Plan. ABD's purchase of the 100% equity interest of the reorganized debtor may be subject to competing bids in the market place under certain circumstances. Specifically, third parties may be able to purchase the equity interest of the reorganized debtor by submitting a bid for the equity interests by the balloting deadline as set forth in the Solicitation Order and appearing at the confirmation hearing. If such third parties comply with the terms as set forth herein, an auction may be held at the direction and upon such terms as directed by the Court. The Debtor will pay all claims from Debtor's post-petition income or the sale of its property. In the event the Debtor does not otherwise have sufficient means to meet their plan obligations, Debtor (at its discretion) may sell certain of its real property assets to make such payments. The Plan provides that Debtor shall act as the Disbursing Agent to make payments under the Plan unless Debtor appoints some other person or entity to do so. Debtor may maintain bank accounts under the confirmed Plan in the ordinary course of business. Debtor may also pay ordinary and necessary expenses of administration of the Plan in due course. A full-text copy of the Disclosure Statement dated May 9, 2025 is available at https://urlcurt.com/u?l=KkuDvF from PacerMonitor.com at no charge. About XYZ Home Buyers, LLC XYZ Home Buyers, LLC, manages multiple residential rental properties. XYZ Home Buyers filed a Chapter 11 bankruptcy petition (Bankr. M.D. Ga. Case No. 25-40081) on Feb. 7, 2025, listing up to $500,000 in both assets and liabilities. James Bell, chief restructuring officer of XYZ Home Buyers, signed the petition. Judge John T. Laney, III, oversees the case. The Debtor is represented by: Thomas McClendon, Esq. Jones & Walden LLC Tel: (404) 564-9300 Email: tmcclendon@joneswalden.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. 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